Common use of Responsibility of PFPC Trust Clause in Contracts

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 15(h)(ii)(B)(4) and Section 15(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses beyond its control, including without limitation (subject to Section 11), delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, provided that PFPC Trust has acted in accordance with the standard set forth in Section 14(a) above; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the a Fund or any Portfolio of its Portfolios except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and such Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder with respect to a particular Fund and to act in good faith and to use its best efforts, within reasonable limits, in performing services with respect to a particular Fund provided for under this Agreement. PFPC Trust agrees shall be liable to indemnify and hold harmless the a Fund from Losses only for any damages arising out of PFPC Trust's ’s failure to perform its duties under this Agreement with respect to such Fund and only to the extent such damages arise out of PFPC Trust's ’s willful misfeasancemisfeasance with respect to such Fund, bad faithfaith with respect to such Fund, negligence or with respect to such Fund, reckless disregard of its PFPC Trust’s duties under this Agreement with respect to such Fund, fraud with respect to such Fund, or violation with respect to such Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of a criminal statute or material violation with respect to such Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of any other statute which statute is materially applicable to the duties PFPC Trust is obligated to perform with respect to such Fund under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Each Fund shall have a duty to mitigate damages for which PFPC Trust may become responsible hereunder and PFPC Trust shall have a duty to mitigate damages for which a Fund may become responsible hereunder. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), each Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement relating to it, or in respect of the Property relating to any of its Portfolios or any collections undertaken pursuant to this Agreement relating to it, which may be requested by any relevant authority. In addition, each Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto) relating to it. (f) Each Fund acknowledges that the Internet is an “open,” publicly accessible network and not under the control of any party. PFPC Trust’s provision of access to and use of PFPC Trust’s data repository and analytics suite is dependent upon the proper functioning of the Internet and services provided by telecommunications carriers, firewall providers, encryption system developers and others. Each Fund agrees that PFPC Trust shall not be liable in any respect for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by PFPC Trust or its affiliates) or of any third parties involved in facilitating access to or use of PFPC Trust’s data repository and analytics suite and shall not liable in any respect for the selection of any such third party, unless that selection constitutes willful misfeasance, bad faith or negligence on the part of PFPC Trust. (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of any Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio Company except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Company in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Company and its affiliates shall not be liable for any consequential, special or indirect losses or damages whether or not the likelihood of such losses or damages was known by the Company or its affiliates. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Company shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Company shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Company or for any failure to discover any such error or omission, unless such predecessor is an affiliate of PFPC Trust or The PNC Financial Services Group, Inc.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14 (h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (Ai) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (Bii) subject to Section 10 of this Agreementsection 10, delays or errors or delays, errors, loss of data or other losses occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereundersuffer, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which information that conforms to the applicable requirements of this Agreement, Agreement and which that PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $200,000 or the fees received by PFPC Trust for services provided hereunder during the 24 months immediately prior to the date of such loss or damage. (d) Any cause of action asserted by the Fund against PFPC Trust or any of its affiliates must be asserted within the 12 month period immediately after the Fund or its affiliate(s) obtained actual knowledge of such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into liable for losses beyond its control, PROVIDED, that PFPC Trust has acted in accordance with the standard of care set forth above; and (ii) PFPC Trust shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement9, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund Partnership or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Partnership in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Partnership for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Partnership shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Partnership shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Partnership or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio Company except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC Trust has acted in accordance with the standard of care set forth above; and (ii) PFPC Trust shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreementsection 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio Company for any consequential, special or indirect losses or damages which the Fund Company may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Company shall not be liable to PFPC Trust for any consequential, special or indirect losses or damages which PFPC Trust may incur or suffer as a consequence of this Agreement, whether or not the likelihood of such losses or damages was known by the Company.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 13 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise reasonable care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless shall not be liable for any loss suffered by the Fund from Losses arising out of PFPC Trust's failure in connection with the matters to perform its duties under which this Agreement to the extent such damages arise out of PFPC Trust's relates, except a loss resulting from willful misfeasance, bad faith, negligence or reckless disregard breach of this Agreement on PFPC’s part in the performance of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of the foregoing data occurring directly or indirectly by reason of any other provision circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) subject to Section 13(a) of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, direction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which believed by PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (e) The provisions of this Section 13 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the fees received by PFPC Trust for services provided hereunder during the 60 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates more than 12 months after the date of the audit opinion of the Fund for the financial year during which such cause of action arose. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 15(h)(ii)(B)(4) and Section 15(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transaction undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitations penalties and interest related thereto). (g) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio Partnership except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Partnership in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses beyond its control, including without limitation (subject to Section 11), delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, provided that PFPC Trust has acted in accordance with the standard set forth in Section 14(a) above; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that is discovered (or in the exercise of reasonable care should have been discovered) more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action; provided that this Section 14 (d) will not extend the time for asserting a cause of action against PFPC or any of its affiliates which is applicable under any applicable statute of limitations. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the a Fund or any Portfolio except as specifically set forth stated herein or as may be specifically agreed to by PFPC Trust Trust, in writing. PFPC Trust shall be obligated to exercise reasonable care and reasonable diligence in the performance of its duties hereunder, and obligations hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless For purposes of indemnification under Section 12 of this Agreement, the Fund from Losses arising out standards set forth in the prior -13- sentence will be used as the measurement of whether PFPC Trust's failure to perform performance is in breach of its duties and obligations with respect to a Fund under this Agreement to the extent such damages arise out of Agreement. PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of in connection with its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject . Notwithstanding anything in this Agreement to Section 10 of this Agreementthe contrary, PFPC Trust shall not be liable for any Losses, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's reasonable control, including without limitation acts of civil or military authority, national emergencies, labor difficulties, fire, flood, flood or catastrophe, acts of God, acts of terrorism, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) . For clarity, the immediately preceding sentence shall not obviate PFPC Trust's duties under Section 10 of this Agreement. Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the any Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. Notwithstanding anything in this Agreement to the contrary, no Fund nor any of its affiliates shall be liable to PFPC Trust for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the Fund or its affiliates. Notwithstanding anything herein to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), each Fund shall be responsible for all filings, tax returns and reports with respect to its Property or any transactions or collections undertaken pursuant to this Agreement with respect to such Fund, which may be requested by any relevant authority. In addition, each Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto) relating to that Fund.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates more than 12 months after the conclusion of the Fund's annual audit covering the time period during which such cause of action first arose. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the a Fund or any Portfolio except as specifically set forth stated herein or as may be specifically agreed to by PFPC Trust Trust, in writing. PFPC Trust shall be obligated to exercise reasonable care and reasonable diligence in the performance of its duties hereunder, and obligations hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless For purposes of indemnification under Section 12 of this Agreement, the Fund from Losses arising out standards set forth in the prior sentence will be used as the measurement of whether PFPC Trust's failure to perform performance is in breach of its duties and obligations with respect to a Fund under this Agreement to the extent such damages arise out of Agreement. PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of in connection with its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject . Notwithstanding anything in this Agreement to Section 10 of this Agreementthe contrary, PFPC Trust shall not be liable for any Losses, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's reasonable control, including without limitation acts of civil or military authority, national emergencies, labor difficulties, fire, flood, flood or catastrophe, acts of God, acts of terrorism, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) . For clarity, the immediately preceding sentence shall not obviate PFPC Trust's duties under Section 10 of this Agreement. Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the any Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. Notwithstanding anything in this Agreement to the contrary, no Fund nor any of its affiliates shall be liable to PFPC Trust for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the Fund or its affiliates. Notwithstanding anything herein to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), each Fund shall be responsible for all filings, tax returns and reports with respect to its Property or any transactions or collections undertaken pursuant to this Agreement with respect to such Fund, which may be requested by any relevant authority. In addition, each Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto) relating to that Fund.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, incidental, exemplary, punitive, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 13 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio Series except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreementsection 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio Series for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Notwithstanding anything to the contrary contained herein, PFPC Trust on behalf of itself and any and all of its affiliates or assignees hereunder, agrees to indemnify and hold harmless the Fund and its directors, officers and employees from and against any and all damages, losses, costs, taxes, charges, expenses, assessments, claims and liabilities, including, without limitation, attorneys' fees and disbursements (collectively, "Losses"), arising directly from any action or omission to act by PFPC Trust or any of its affiliates or assignees, as applicable, relating to this Agreement, including Losses arising out of any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, except to the extent such Losses were caused directly by the willful misfeasance, bad faith, negligence or reckless disregard by the Fund of its duties under this Agreement (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for any filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be required by any governmental authority, Book Entry System or depository. In addition, the Fund shall be responsible for the payment of any taxes and similar items (including without limitation penalties and interest related thereto).

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. In the performance of its duties hereunder, PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunderdiligence, to act in good faith and to use its best efforts, within reasonable limits, in performing to ensure the accuracy and completeness of all services provided for performed under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses arising out of PFPC Trust's shall be responsible for its own negligent failure to perform its duties under this Agreement Agreement, but to the extent such damages arise out of that duties, obligations and responsibilities are not specifically set forth in this Agreement, PFPC Trust's Trust shall not be liable for any act or omission which does not constitute willful misfeasance, bad faith, faith or gross negligence on its part or reckless disregard of its duties under this Agreementsuch duties, obligations and responsibilities. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses beyond its control, provided that PFPC Trust has acted in accordance with the standard of care set forth above; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for or in respect of (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) the validity or invalidity of the issuance of any securities included or to be included in the Property, the legality or illegality of the purchase of such securities, or the propriety or impropriety of the amount paid therefor; (C) the legality or illegality of the sales (or exchange) of any Property or the propriety or impropriety of the amount for which such Property is sold (or exchanged); or (D) subject to Section 10 of this Agreementsection 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, mechanical breakdown, insurrection, war, riots or failure of the mails, transportation, communication or power supply, nor shall PFPC Trust be under any duty or obligation to ascertain whether any property at any time delivered to or held by PFPC Trust may properly be held by or for the Fund. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, fraud, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing contrary, except as may arise from PFPC Trust's willful misfeasance, fraud, bad faith, negligence or of any other provision of this Agreementreckless disregard, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, contrary neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 15(h)(ii)(B)(4) and Section 15(h)(iii)(A) of this Agreement) and without prejudice to any duties or obligations which the Administrator may have to the Fund pursuant to the Administration Agreement, the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the a Fund or any Portfolio except as specifically set forth stated herein or as may be specifically agreed to by PFPC Trust Trust, in writing. PFPC Trust shall be obligated to exercise reasonable care and reasonable diligence in the performance of its duties hereunder, and obligations hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless For purposes of indemnification under Section 12 of this Agreement, the Fund from Losses arising out standards set forth in the prior -13- sentence will be used as the measurement of whether PFPC Trust's failure to perform performance is in breach of its duties and obligations with respect to a Fund under this Agreement to Agreement. For all purposes under this Agreement, reasonableness shall be determined under the extent such damages arise out of facts and circumstances prevailing in the particular market where performance is rendered. PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of in connection with its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject . Notwithstanding anything in this Agreement to Section 10 of this Agreementthe contrary, PFPC Trust shall not be liable for any Losses, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's reasonable control, including without limitation acts of civil or military authority, national emergencies, labor difficulties, fire, flood, flood or catastrophe, acts of God, acts of terrorism, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) . For clarity, the immediately preceding sentence shall not obviate PFPC Trust's duties under Section 10 of this Agreement. Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the any Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. Notwithstanding anything in this Agreement to the contrary, no Fund nor any of its affiliates shall be liable to PFPC Trust for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the Fund or its affiliates. Notwithstanding anything herein to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), each Fund shall be responsible for all filings, tax returns and reports with respect to its Property or any transactions or collections undertaken pursuant to this Agreement with respect to such Fund, which may be requested by any relevant authority. In addition, each Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto) relating to that Fund.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Trust or a Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Trust in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation (subject to Section 10), acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party provided that PFPC Trust has taken reasonable steps to minimize service interruptions; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which information that conforms to the applicable requirements of this Agreement, Agreement and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust party nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust the party or its affiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), each Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, each Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 13 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided, that PFPC Trust has acted in accordance with the standard of care set forth above; and (ii) PFPC Trust shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement9, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 13(h)(ii)(B)(4) and Section 13(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto).

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio Company except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Company in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the the Company and its affiliates shall not be liable for any consequential, special or indirect losses or damages whether or not the likelihood of such losses or damages was known by the Company or its affiliates. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Company shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Company shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Company or for any failure to discover any such error or omission, unless such predecessor is an affiliate of PFPC Trust or The PNC Financial Services Group, Inc.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's Trust failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's Trust willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses beyond its control, including without limitation (subject to Section 11), delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust control, provided that PFPC Trust has acted in accordance with the standard set forth in Section 14(a) above; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates more than 12 months after the date facts are known (or should have been known) to the Fund that should have alerted it that a basis for such cause of action might exist. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that is discovered (or in the exercise of reasonable care should have been discovered) more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action; provided that this Section 14 (d) will not extend the time for asserting a cause of action against PFPC or any of its affiliates which is applicable under any applicable statute of limitations. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio Series except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement or any material breach of this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. Each party shall have a duty to mitigate damages for which the other party may become responsible. (d) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (e) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission. (f) The provisions of this Section 13 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses beyond its control, including without limitation (subject to Section 11), delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, provided that PFPC Trust has acted in accordance with the standard set forth in Section 14(a) above; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates (d) Each party shall have a duty to mitigate damages for which the other party may become responsible.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses arising out of PFPC Trust's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's ’s willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's ’s control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's ’s or its affiliates' ’ performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. As set forth herein, and as may be agreed to in writing from time to time by PFPC Trust agrees to indemnify and hold harmless the Fund from Losses with regard to such matters of liability, PFPC Trust shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above; (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; and (iii) PFPC Trust shall not be liable for any damages arising out of any action or (B) subject omission to Section 10 act by any prior service provider of this Agreement, delays the Fund or for any failure to discover any such errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supplyomissions. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust party to this Agreement nor its their respective affiliates shall be liable to the Fund or to any Portfolio for any consequential, incidental, exemplary, punitive, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust such party. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or its affiliatesin respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 13 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's Trust failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's Trust willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses beyond its control, including without limitation (subject to Section 11), delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust control, provided that PFPC Trust has acted in accordance with the standard set forth in Section 14(a) above; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates more than 12 months after the date facts are known (or should have been known) to the Fund that should have alerted it that a basis for such cause of action might exist. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 15(h)(ii)(B)(4) and Section 15(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto).

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreementsection 10, damages, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages or lost profits or loss of business which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereundersuffer, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes, assessments, duties, governmental charges and similar items (including without limitation penalties and interest related thereto).

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses beyond its control, including without limitation (subject to Section 11), delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, provided that PFPC Trust has acted in accordance with the standard set forth in Section 14(a) above; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates (d) Each party shall have a duty to mitigate damages for which the other party may become responsible.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund Funds or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Funds in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party caused by any of the foregoing; provided that PFPC Trust has used reasonable efforts to minimize the impact of any of the foregoing or of any other provision of this Agreement, on its ability to fully perform its obligations hereunder; and (iii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesAffiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14 (h)(iii)(A) of this Agreement), the Funds shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Funds shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Funds or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty hereunder to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. In particular but without limiting the generality of the foregoing, PFPC Trust shall have no responsibility or obligation under Section 14 of this Agreement with respect to any loan documentation or with respect to any loan made or purchased by the Fund unless specific language in Section 14 of this Agreement states with specificity that a particular provision of Section 14 of this Agreement relates to loan documentation or to loans made or purchased by the Fund. In no event will PFPC Trust have any duty to review or examine any loan documentation received by it hereunder, nor in any event will PFPC Trust have any responsibility for the content or sufficiency of any such loan documentation. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless shall be liable only for any Losses suffered by the Fund from Losses arising out of PFPC Trust's performance of or failure to perform its duties under this Agreement and only to the extent such damages Losses arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreementsuch duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither (i) PFPC Trust nor its affiliates shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party (other than employees, officers or affiliates of PFPC Trust (other than the Fund, BlackRock Xxxxx Capital Advisors LLC and BlackRock, Inc. and its subsidiaries, to the Fund or extent any of the foregoing may be deemed to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence be affiliates of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.)); and

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses arising out of PFPC Trust's failure to perform its duties under (b) Notwithstanding anything in this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Any cause of action asserted by the Fund against PFPC Trust or an of its affiliates must be asserted within the 12-month period immediately after the Fund or its affiliate(s) obtained actual knowledge of such cause of action. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 13 shall survive termination of this Agreement. (g) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor shall have no liability either for any error or omission of any of its affiliates shall be liable to predecessors as servicer on behalf of the Fund or to any Portfolio for any consequential, special failure to discover any such error or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesomission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 24 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14 (h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 15(h)(ii)(B)(4) and Section 15(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 14 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this AgreementAgreement and notwithstanding anything in this Agreement to the contrary, and provided that PFPC Trust is in compliance with Section 1 l hereof, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances. beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; provided that PFPC Trust has acted in accordance with the standard set forth in Section 14(a) above and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, damages; whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses beyond its control, including without limitation (subject to Section 11), delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, provided that PFPC Trust has acted in accordance with the standard set forth in Section 14(a) above; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) No party may assert a cause of action hereunder against any party hereto more that 12 months after the date on which the asserting became aware of such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) provided that PFPC Trust has acted in accordance with the standard of care set forth above, PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the greater of the estimated fees to be received by PFPC Trust for services provided hereunder during a 24-month period or $200,000. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates in connection with the performance of this Agreement more than 12 months after signing of the audit opinion of the Fund for the financial year during which facts are known to the Fund that should have alerted it that a basis for such cause of action might exist. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's ’s willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party caused by any of the foregoing; provided that PFPC Trust shall use reasonable efforts to minimize the impact of any of the foregoing or of any other provision of this Agreement, on its ability to perform its obligations hereunder; and (iii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes in good faith to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust’s cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the greater of $500,000 or the fees received by PFPC Trust for services provided hereunder during the twelve (12) months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than twelve (12) months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund Trust or any Portfolio Series except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Trust in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument information which conforms to the applicable requirements of this Agreement, if any, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Trust shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Trust shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 13 shall survive termination of this Agreement. (g) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Trust or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio Company except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses beyond its control, including without limitation (subject to Section 11), delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, provided that PFPC Trust has acted in accordance with the standard set forth in Section 14(a) above; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust party nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur be incurred or suffer suffered by or as a consequence of PFPC Trust's or its affiliates' the performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust such party or its affiliates. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates more than 12 months after the date of the audit opinion of the Company for the financial year during which facts are known to the Company that should have alerted it that a basis for such cause of action might exist. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees shall be liable only for and shall be required to indemnify indemnify, defend and hold harmless the Fund (including its officers, directors and employees) only from Losses any taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, reasonable attorneys' fees and disbursements) arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, reasonable attorneys' fees and disbursements) arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates, (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the greater of $250,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage (provided that, while the dollar amount of any loss or damage caused by PFPC Trust's fraud or gross negligence shall be included in calculating whether the dollar limitations set forth in the foregoing damage cap specified in this sub-section (ii) have been reached, the foregoing damage cap specified in this sub-section (ii) shall not otherwise limit PFPC Trust's liability for loss or damage shown to be caused by PFPC Trust's fraud or gross negligence) and (iii) PFPC Trust shall not have any responsibility with respect to the acts, omissions or operations of any Book-Entry System or other depository (unless the same arise out of PFPC Trust's bad faith, negligence or reckless disregard of its duties under this Agreement). (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) For all purposes under this Agreement, reasonableness shall be determined under the facts and circumstances prevailing in the market where performance is rendered. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be solely responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreementsection 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses arising out of PFPC Trust's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's ’s willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided, that PFPC Trust has acted in accordance with the standard of care set forth above; and (ii) PFPC Trust shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement9, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's ’s control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's ’s or its affiliates' ’ performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 13(h)(ii)(B)(4) and Section 13(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto).

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund Partnership or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund Partnership from Losses arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section Sections 10 and 11 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund Partnership or to any Portfolio for any consequential, special or indirect losses or damages which the Fund Partnership may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Investment Fund or any Portfolio the Adviser except as specifically set forth herein or hereinor as may be specifically agreed to by PFPC Trust and the Investment Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise the degree of care and diligence expected of a professional custodian of an investment company regulated under the 1940 Act in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages, losses or reasonable expenses arising out of the failure of PFPC Trust's failure Trust or any of its affiliates to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's or any affiliate's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreementsuch duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust party hereto nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust them. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14 (h)(iii)(A) of this Agreement), the Investment Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or its affiliatesin respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Investment Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto).

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses beyond its control, including without limitation (subject to Section 11), delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, provided that PFPC Trust has acted in accordance with the standard set forth in Section 14(a) above; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates more than 365 days after the date on which such party became aware of such alleged cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 15(h)(ii)(B)(4) and Section 15(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio Company except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Company in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's ’s failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's ’s willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Company and its affiliates shall not be liable for any consequential, special or indirect losses or damages whether or not the likelihood of such losses or damages was known by the Company or its affiliates. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Company shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Company shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Company or for any failure to discover any such error or omission, unless such predecessor is an affiliate of PFPC Trust or The PNC Financial Services Group, Inc.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund Trust or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (Ai) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (Bii) subject to Section 10 of this Agreementsection 10, delays or errors or delays, errors, loss of data or other losses occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund Trust or to any Portfolio for any consequential, special or indirect losses or damages which the Fund Trust may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereundersuffer, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses beyond its control, including without limitation ( subject to Section 11 ), delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, provided that PFPC Trust has acted in accordance with the standard set forth in Section 14 (a) above; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) The provisions of this Section 14 shall survive termination of the Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary and provided that PFPC Trust has acted in accordance with the standard of the foregoing or of any other provision of this Agreementcare set forth above, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation: acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Instruction, Written Instruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust party nor its their affiliates or their directors, trustees, officers, employees, agents or subcontractors shall be liable to the Fund or to any Portfolio other party for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by a party. (d) No party may assert a cause of action against PFPC Trust or any of its affiliatesaffiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 15(h)(ii)(B)(4) and Section 15(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 14 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $250,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) and a formal demand letter from counsel to the Fund or one of its affiliates alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees shall be liable only for and shall be required to indemnify indemnify, defend and hold harmless the Fund (including its officers, directors and employees) only from Losses any taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, reasonable attorneys' fees and disbursements) arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, reasonable attorneys' fees and disbursements) arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates, (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the greater of $250,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage (provided that, while the dollar amount of any loss or damage caused by PFPC Trust's fraud or gross negligence shall be included in calculating whether the dollar limitations set forth in the foregoing damage cap specified in this sub-section (ii) have been reached, the foregoing damage cap specified in this sub-section (ii) shall not otherwise limit PFPC Trust's liability for loss or damage shown to be caused by PFPC Trust's fraud or gross negligence) and (iii) PFPC Trust shall not have any responsibility with respect to the acts, omissions or operations of any Book-Entry System or other depository (unless the same arise out of PFPC Trust's bad faith, negligence or reckless disregard of its duties under this Agreement). (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) For all purposes under this Agreement, reasonableness shall be determined under the facts and circumstances prevailing in the market where performance is rendered. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be solely responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto. (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees shall be liable only for and shall be required to indemnify indemnify, defend and hold harmless the Fund (including its officers, trustees and employees) only from Losses any taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, reasonable attorneys' fees and disbursements) arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, reasonable attorneys' fees and disbursements) arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the 84 likelihood of such losses or damages was known by PFPC Trust or its affiliates, (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the greater of $250,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage (provided that, while the dollar amount of any loss or damage caused by PFPC Trust's fraud or gross negligence shall be included in calculating whether the dollar limitations set forth in the foregoing damage cap specified in this sub-section (ii) have been reached, the foregoing damage cap specified in this sub-section (ii) shall not otherwise limit PFPC Trust's liability for loss or damage shown to be caused by PFPC Trust's fraud or gross negligence) and (iii) PFPC Trust shall not have any responsibility with respect to the acts, omissions or operations of any Book-Entry System or other depository (unless the same arise out of PFPC Trust's bad faith, negligence or reckless disregard of its duties under this Agreement). (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) For all purposes under this Agreement, reasonableness shall be determined under the facts and circumstances prevailing in the market where performance is rendered. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be solely responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses arising out of PFPC Trust's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's ’s willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided, that PFPC Trust has acted in accordance with the standard of care set forth above; and (ii) PFPC Trust shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement9, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's ’s control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's ’s or its affiliates' ’ performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(b)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto).

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Investment Fund or any Portfolio the Adviser except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Investment Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise the degree of care and diligence expected of a professional custodian of an investment company regulated under the 1940 Act in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages, losses or reasonable expenses arising out of the failure of PFPC Trust's failure Trust or any of its affiliates to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's or any affiliate's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreementsuch duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust party hereto nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust them. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14 (h)(iii)(A) of this Agreement), the Investment Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or its affiliatesin respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Investment Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto).

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of Custodian or the Fund or any Portfolio Series except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreementsection 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to Custodian or the Fund or to any Portfolio Series for any consequential, special or indirect losses or damages which Custodian or the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Notwithstanding anything to the contrary contained herein, PFPC Trust on behalf of itself and any and all of its affiliates or assignees hereunder, agrees to indemnify and hold harmless Custodian and its directors, officers and employees from and against any and all damages, losses, costs, taxes, charges, expenses, assessments, claims and liabilities, including, without limitation, attorneys' fees and disbursements (collectively, "Losses"), arising directly from any action or omission to act by PFPC Trust or any of its affiliates or assignees, as applicable, relating to this Agreement, including Losses arising out of any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, except to the extent such Losses were caused directly by the willful misfeasance, bad faith, negligence or reckless disregard by Custodian of its duties under this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise due care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement Agreement, and shall indemnify the Fund for such damages, to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (Ai) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (Bii) subject to Section 10 of this Agreementsection 10, delays or errors or delays, errors, loss of data or other losses occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereundersuffer, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses beyond its control, including without limitation (subject to Section 11), delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, provided that PFPC Trust has acted in accordance with the standard set forth in Section 14(a) above; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, efforts in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, willful misconduct, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party caused by any of the foregoing; provided that PFPC Trust has acted in accordance with the standard of care set forth above and has used reasonable efforts to minimize the impact of any of the foregoing or of any other provision of this Agreement, on its ability to fully perform its obligations hereunder; and (iii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund No party may incur or suffer by or as assert a consequence cause of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by action against PFPC Trust or any of its affiliatesaffiliates that allegedly occurred more than twelve (12) months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio Company except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund Company from Losses arising out of PFPC Trust's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's ’s willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided, that PFPC Trust has acted in accordance with the standard of care set forth above; and (ii) PFPC Trust shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement9, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's ’s control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio Company for any consequential, special or indirect losses or damages which the Fund Company may incur or suffer by or as a consequence of PFPC Trust's ’s or its affiliates' ’ performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 13(h)(ii)(B)(4) and Section 13(h)(iii)(A) of this Agreement), the Company shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Company shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto).

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund Trust or any Portfolio Fund except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Trust in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees shall be liable to indemnify the Trust and hold harmless the Fund from Losses Funds only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms information sent or otherwise communicated to it by or on behalf of the applicable requirements of this Agreement, and Trust which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Trust for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the fees received by PFPC Trust for services provided hereunder during the 18 months immediately prior to the date of such loss or damage. (d) The Trust may not assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Trust shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Trust shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 13 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees shall be liable only for and shall be required to indemnify indemnify, defend and hold harmless the Fund (including its officers, directors and employees) only from Losses any taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, reasonable attorneys' fees and disbursements) arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, reasonable attorneys' fees and disbursements) arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates, (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the greater of $250,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage (provided that, while the dollar amount of any loss or damage caused by PFPC Trust's fraud or gross negligence shall be included in calculating whether the dollar limitations set forth in the foregoing damage cap specified in this sub-section (ii) have been reached, the foregoing damage cap specified in this sub-section (ii) shall not otherwise limit PFPC Trust's liability for loss or damage shown to be caused by PFPC Trust's fraud or gross negligence) and (iii) PFPC Trust shall not have any responsibility with respect to the acts, omissions or operations of any Book-Entry System or other depository (unless the same arise out of PFPC Trust's bad faith, negligence or reckless disregard of its duties under this Agreement). (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) For all purposes under this Agreement, reasonableness shall be determined under the facts and circumstances prevailing in the market where performance is rendered. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be solely responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its ’s duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance’s intentional misconduct, bad faith, gross negligence or reckless disregard of its duties under this AgreementAgreement (“Standard of Care”). (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust party nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, incidental, exemplary, punitive, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust such party or its affiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 12 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (Ai) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (Bii) subject to Section 10 of this Agreementsection 10, delays or errors or delays, errors, loss of data or other losses occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereundersuffer, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the a Fund or any Portfolio of its Portfolios except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and such Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder with respect to a particular Fund and to act in good faith and to use its best efforts, within reasonable limits, in performing services with respect to a particular Fund provided for under this Agreement. PFPC Trust agrees shall be liable to indemnify and hold harmless the a Fund from Losses only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement with respect to such Fund and only to the extent such damages arise out of PFPC L:\MFApps\Docubuilder\N-1 A Filings\February 2006\GEF\C-Pages & Exhibits\Exhibit (g)(1).htm2 Trust's willful misfeasancemisfeasance with respect to such Fund, bad faithfaith with respect to such Fund, negligence or with respect to such Fund, reckless disregard of its PFPC Trust’s duties under this Agreement with respect to such Fund, fraud with respect to such Fund, or violation with respect to such Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of a criminal statute or material violation with respect to such Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of any other statute which statute is materially applicable to the duties PFPC Trust is obligated to perform with respect to such Fund under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderL:\MFApps\Docubuilder\N-1 A Filings\February 2006\GEF\C-Pages & Exhibits\Exhibit (g)(1).htm2 damages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Each Fund shall have a duty to mitigate damages for which PFPC Trust may become responsible hereunder and PFPC Trust shall have a duty to mitigate damages for which a Fund may become responsible hereunder. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), each Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement relating to it, or in respect of the Property relating to any of its Portfolios or any collections undertaken pursuant to this Agreement relating to it, which may be requested by any relevant authority. In addition, each Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto) relating to it. (f) Each Fund acknowledges that the Internet is an “open,” publicly accessible network and not under the control of any party. PFPC Trust’s provision of access to and use of PFPC Trust’s data repository and analytics suite is dependent upon the proper functioning of the Internet and services provided by telecommunications carriers, firewall providers, encryption system developers and others. Each Fund agrees that PFPC Trust shall not be liable in any respect for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by PFPC Trust or its affiliates) or of any third parties involved in facilitating access to or use of PFPC Trust’s data repository and analytics suite and shall not liable in L:\MFApps\Docubuilder\N-1 A Filings\February 2006\GEF\C-Pages & Exhibits\Exhibit (g)(1).htm2 any respect for the selection of any such third party, unless that selection constitutes willful misfeasance, bad faith or negligence on the part of PFPC Trust. (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of any Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within commercially reasonable limits, efforts in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (e) The provisions of this Section 13 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the a Fund or any Portfolio except as specifically set forth stated herein or as may be specifically agreed to by PFPC Trust Trust, in writing. PFPC Trust shall be obligated to exercise reasonable care and reasonable diligence in the performance of its duties hereunder, and obligations hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless For purposes of indemnification under Section 12 of this Agreement, the Fund from Losses arising out standards set forth in the prior sentence will be used as the measurement of whether PFPC Trust's failure to perform performance is in breach of its duties and obligations with respect to a Fund under this Agreement to Agreement. For all purposes under this Agreement, reasonableness shall be determined under the extent such damages arise out of facts and circumstances prevailing in the particular market where performance is rendered. PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of in connection with its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject . Notwithstanding anything in this Agreement to Section 10 of this Agreementthe contrary, PFPC Trust shall not be liable for any Losses, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's reasonable control, including without limitation acts of civil or military authority, national emergencies, labor difficulties, fire, flood, flood or catastrophe, acts of God, acts of terrorism, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) . For clarity, the immediately preceding sentence shall not obviate PFPC Trust's duties under Section 10 of this Agreement. Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the any Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. Notwithstanding anything in this Agreement to the contrary, no Fund nor any of its affiliates shall be liable to PFPC Trust for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the Fund or its affiliates. Notwithstanding anything herein to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), each Fund shall be responsible for all filings, tax returns and reports with respect to its Property or any transactions or collections undertaken pursuant to this Agreement with respect to such Fund, which may be requested by any relevant authority. In addition, each Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto) relating to that Fund.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto, unless the failure to take any action would constitute willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations on the part of PFPC Trust. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses beyond its control, including without limitation (subject to Section 11), delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, provided that PFPC Trust has acted in accordance with the standard set forth in Section 14(a) above; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust party to this Agreement nor any of its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust such party or its affiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth stated herein or as may be specifically agreed to by PFPC Trust and the Fund in writing. PFPC Trust shall be obligated to exercise reasonable care and reasonable diligence in the performance of its duties hereunder, and obligations hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless For purposes of indemnification under Section 13 of this Agreement, the Fund from Losses arising out standards set forth in the prior sentence will be used as the measurement of whether PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard ’s performance is in breach of its duties and obligations with respect to the Fund under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of PFPC Trust, in connection with its duties under this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject . Notwithstanding anything in this Agreement to Section 10 of this Agreementthe contrary, PFPC Trust shall not be liable for any Losses, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's ’s reasonable control, including without limitation acts of civil or military authority, national emergencies, labor difficulties, fire, flood, flood or catastrophe, acts of God, acts of terrorism, insurrection, war, riots or failure of the mails, transportation, communication or power supply. For clarity, the immediately preceding sentence shall not obviate PFPC Trust’s duties under Section 11 of this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates (d) Each party shall have a duty to mitigate damages for which the other party may become responsible.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 15(h)(ii)(B)(4) and Section 15(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided, that PFPC Trust has acted in accordance with the standard of care set forth above; and (ii) PFPC Trust shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into liable for losses beyond its control provided that PFPC Trust has acted in accordance with the standard of care set forth above; and (ii) PFPC Trust shall not be liable for (A) the validity or invalidity invalidity, or authority or lack thereof thereof, of any Oral Instruction or Written Instruction, notice notice, or other instrument which conforms to the applicable requirements of this Agreement, Agreement and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement12, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, ; national emergencies, ; labor difficulties; fire, ; flood, ; catastrophe, ; acts of God, ; insurrection, ; war, ; terrorism; riots or failure of the mails, mails transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrarycontrary (other than as specifically provided in Section 16(h)(ii)(B)(4) and Section 16(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (d) Notwithstanding anything else in this Agreement to the contrary and except to the limited extent set forth in paragraph 15(e) below, (i) neither the Fund, the Custodian nor PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages ("Special Damages"), which the Fund any party may incur or suffer by or as a consequence of the performance hereunder. (e) PFPC Trust shall be liable for Special Damages incurred by the Fund only to the extent that Special Damages arise out of PFPC Trust's or its affiliates' performance affiliates willful misfeasance, bad faith or gross negligence in performing, or reckless disregard of, their duties under this Agreement, provided, however, the liability of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust with respect to all such Special Damages arising during the term of this Agreement and thereafter shall be limited to the greater of One Hundred Thousand Dollars ($100,000) or its affiliatesthe sum of all fees paid to PFPC Trust during the Initial Term or any Renewal Term, per transaction or series of directly related transactions; related transactions may be related as to parties, timing or subject matter. (f) The provisions of this Section 15 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses arising out of PFPC Trust's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's ’s willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreementsuch duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC Trust has acted in accordance with the standard of care set forth above; and (ii) PFPC Trust shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, Agreement and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's ’s control, including acts of civil or military authority, ; national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's ’s or its affiliates' ’ performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto).

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund Trust or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (Ai) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this the Agreement, and which PFPC Trust reasonably believes to be genuine; or (Bii) subject to Section 10 of this Agreementsection 10, delays or errors or delays, errors, loss of data or other losses occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund Trust or to any Portfolio for any consequential, special or indirect losses or damages which the Fund Trust may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereundersuffer, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party caused by any of the foregoing; provided that PFPC Trust shall use reasonable efforts to minimize the impact of any of the foregoing or of any other provision of this Agreement, on its ability to perform its obligations hereunder; and (iii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes in good faith to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the greater of $500,000 or the fees received by PFPC Trust for services provided hereunder during the twelve (12) months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than twelve (12) months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's ’s failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's ’s willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust’s cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed $100,000. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may he requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 13 shall survive termination of this Agreement. (g) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio Trust except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust shall be liable only for any damages arising out of PFPC Trust’s failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust’s willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement (“Standard of Care”). (b) PFPC Trust agrees to indemnify and hold harmless the Fund Trust from Losses arising out of PFPC Trust's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's ’s willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (bc) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided, that PFPC Trust has acted in accordance with the Standard of Care set forth above; and (ii) PFPC Trust shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement9, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's ’s control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (cd) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio Trust for any consequential, special or indirect losses or damages which the Fund Trust may incur or suffer by or as a consequence of PFPC Trust's ’s or its affiliates' ’ performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 13(h)(ii)(B)(4) and Section 13(h)(iii)(A) of this Agreement), the Trust shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Trust shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto).

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, ( i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of the foregoing data occurring directly or indirectly by reason of any other provision circumstances beyond its reasonable control, including without limitation acts of this AgreementGod; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (iii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B) (4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 13 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (Ai) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (Bii) subject to Section Sections 10 of this Agreementand 11, delays or errors or delays, errors, loss of data or other losses occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereundersuffer, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreementsection 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 15(h)(ii)(B)(4) and Section 15(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 13 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $200,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 15(h)(ii)(B)(4) and Section 15(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's ’s failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's ’s willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) provided that PFPC Trust has acted in accordance with the standard of care set forth above, PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust’s cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the greater of the estimated fees to be received by PFPC Trust for services provided hereunder during a 24-month period or $200,000. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates in connection with the performance of this Agreement more than 12 months after signing of the audit opinion of the Fund for the financial year during which facts are known to the Fund that should have alerted it that a basis for such cause of action might exist. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio Trust except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Trust in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's negligence, willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreementfraud. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Trust shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Trust shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 13 shall survive termination of this Agreement. (g) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B) (4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 13 shall survive termination of this Agreement. (g) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 15(h)(ii)(B)(4) and Section 15(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be liable for losses beyond its control, including without limitation (subject to Section 11), delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, provided that PFPC Trust has acted in accord- ance with the standard set forth in Section 14(a) above; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision of this Agreementcontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral Instruction or Written Instructioninstruction, notice direction, notice, instrument or other instrument which conforms to the applicable requirements of this Agreement, and information which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliatesaffiliates and (ii) PFPC Trust's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) The provisions of this Section 14 shall survive termination of this Agreement. 10

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreementsection 10, damages, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.PFPC