Common use of Responsibility of PFPC Trust Clause in Contracts

Responsibility of PFPC Trust. PFPC Trust shall be under no duty to take any action on behalf of a Fund except as stated herein or as may be agreed to by PFPC Trust, in writing. PFPC Trust shall be obligated to exercise reasonable care and reasonable diligence in the performance of its duties and obligations hereunder and to act in good faith in performing services provided for under this Agreement. For purposes of indemnification under Section 12 of this Agreement, the standards set forth in the prior -13- sentence will be used as the measurement of whether PFPC Trust's performance is in breach of its duties and obligations with respect to a Fund under this Agreement. PFPC Trust, in connection with its duties under this Agreement, shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity or authority or lack thereof of any Oral 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. Notwithstanding anything in this Agreement to the 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 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 10 of this Agreement. Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to any Fund for any consequential, special or indirect losses or damages, 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. PFPC Trust shall be under no duty to take any action on behalf of a Fund except as stated herein or as may be agreed to by PFPC Trust, in writing. PFPC Trust shall be obligated to exercise reasonable care and reasonable diligence in the performance of its duties and obligations hereunder and to act in good faith in performing services provided for under this Agreement. For purposes of indemnification under Section 12 of this Agreement, the standards set forth in the prior -13- sentence will be used as the measurement of whether PFPC Trust's performance is in breach of its duties and obligations with respect to a Fund under this Agreement. PFPC Trust, in connection with its duties under this Agreement, shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity or authority or lack thereof of any Oral 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. Notwithstanding anything in this Agreement to the 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 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 10 of this Agreement. Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to any Fund for any consequential, special or indirect losses or damages, 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. PFPC Trust shall be under no duty to take any action on behalf of a Fund except as stated herein or as may be agreed to by PFPC Trust, in writing. PFPC Trust shall be obligated to exercise reasonable care and reasonable diligence in the performance of its duties and obligations hereunder and to act in good faith in performing services provided for under this Agreement. For purposes of indemnification under Section 12 of this Agreement, the standards set forth in the prior -13- sentence will be used as the measurement of whether PFPC Trust's performance is in breach of its duties and obligations with respect to a Fund under this Agreement. For all purposes under this Agreement, reasonableness shall be determined under the facts and circumstances prevailing in the particular market where performance is rendered. PFPC Trust, in connection with its duties under this Agreement, shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity or authority or lack thereof of any Oral 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. Notwithstanding anything in this Agreement to the 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 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 10 of this Agreement. Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to any Fund for any consequential, special or indirect losses or damages, 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 on behalf of a the Fund or Portfolio except as stated specifically set forth 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 and obligations hereunder and hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. For purposes PFPC Trust shall be liable for any damages arising out of indemnification PFPC Trust's failure to perform its duties under Section 12 this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of such duties or a breach of this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, the standards set forth in the prior -13- sentence will be used as the measurement of whether (i) PFPC Trust's performance is in breach of its duties and obligations with respect to a Fund under this Agreement. PFPC Trust, in connection with its duties under this Agreement, 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, Agreement and which PFPC Trust reasonably believes to be genuine. Notwithstanding anything in this Agreement ; or (B) subject to the contrarySection 10, PFPC Trust shall not be liable for any Lossesdelays, delays or errors 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 or flood, 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 10 of this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to any the Fund or to the Portfolio for any consequential, consequential or special or indirect losses or damagesdamages which the Fund or the Portfolio may incur or suffer including 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. 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 Fund15.

Responsibility of PFPC Trust. PFPC Trust shall be under no duty to take any action on behalf of a Fund except as stated herein or as may be agreed to by PFPC Trust, in writing. PFPC Trust shall be obligated to exercise reasonable care and reasonable diligence in the performance of its duties and obligations hereunder and to act in good faith in performing services provided for under this Agreement. For purposes of indemnification under Section 12 of this Agreement, the standards set forth in the prior -13- sentence will be used as the measurement of whether PFPC Trust's performance is in breach of its duties and obligations with respect to a Fund under this Agreement. For all purposes under this Agreement, reasonableness shall be determined under the facts and circumstances prevailing in the particular market where performance is rendered. PFPC Trust, in connection with its duties under this Agreement, shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity or authority or lack thereof of any Oral 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. Notwithstanding anything in this Agreement to the 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 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 10 of this Agreement. Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to any Fund for any consequential, special or indirect losses or damages, 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 a the Fund or any Portfolio except as stated specifically set forth herein or as may be specifically agreed to by PFPC Trust, Trust and the Fund in writinga written amendment hereto. PFPC Trust shall be obligated to exercise reasonable care and reasonable diligence in the performance of its duties and obligations hereunder and to act in good faith in performing services provided for under this Agreement. For purposes PFPC Trust shall be liable only for any damages arising out of indemnification under Section 12 of this Agreement, the standards set forth in the prior -13- sentence will be used as the measurement of whether PFPC Trust's performance is in breach of failure to perform its duties and obligations with respect to a Fund under this Agreement. Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, in connection with 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 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. (c) Notwithstanding anything in this Agreement to the 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 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 10 of this Agreement. Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to any Fund for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. Notwithstanding anything in this Agreement affiliates and (ii) PFPC Trust's cumulative liability to the contraryFund for all losses, no Fund nor claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of its affiliates or related to this Agreement) and regardless of the form of action or legal theory shall be liable to not exceed the lesser of $100,000 or the fees received by PFPC Trust for any consequential, special or indirect losses or damages, whether or not services provided hereunder during the likelihood 12 months immediately prior to the date of such losses loss 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 Funddamage.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty to take any action hereunder on behalf of a Fund the Partnership except as stated specifically set forth herein or as may be specifically agreed to by PFPC Trust, Trust and the Partnership in writinga written amendment hereto. PFPC Trust shall be obligated to exercise reasonable care and reasonable diligence in the performance of its duties and obligations hereunder and to act in good faith in performing services provided for under this Agreement. For purposes PFPC Trust shall be liable only for any damages arising out of indemnification under Section 12 of this Agreement, the standards set forth in the prior -13- sentence will be used as the measurement of whether PFPC Trust's performance is in breach of failure to perform its duties and obligations with respect to a Fund under this Agreement. Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, in connection with bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Notwithstanding anything in this Agreement to the 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; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity or invalidity, authority or lack thereof thereof, or truthfulness or accuracy or lack thereof, of any Oral 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. (c) Notwithstanding anything in this Agreement to the 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 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 10 of this Agreement. Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC Trust nor its affiliates shall be liable to any Fund for any consequential, special or indirect losses or damages, damages whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates. Notwithstanding anything in this Agreement affiliates and (ii) PFPC Trust's cumulative liability to the contraryPartnership for all losses, no Fund nor 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 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 that allegedly occurred more than 12 months immediately prior to the contrary 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 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 party may be requested by any relevant authoritybecome responsible. 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 Fund15.