Common use of Responsibility of PFPC Clause in Contracts

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable responsible for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise arising out of PFPC's willful misfeasancegross negligence. Notwithstanding the foregoing, bad faithPFPC shall not be responsible for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and provided further that PFPC shall only be responsible for that portion of losses or damages suffered by the fund that are attributable to the gross negligence or reckless disregard of such duties. (b) PFPC. Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC shall not be PFPC, in connection with its duties under any duty or obligation to inquire into and this Agreement, shall not be liable for (Aa) 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 reasonably believes to be genuine; or (Bb) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, flood or 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 nor its affiliates shall be liable have no liability to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the FundPFPC.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC shall be obligated to exercise customary care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC 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's control, provided that PFPC has acted in accordance with the standard set forth in Section 14(a) above and has otherwise fulfilled its obligation under this Agreement; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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, (i) neither PFPC party nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by the Fundparty or its affiliates and (ii) excluding fees owed by the Fund under this Agreement for services rendered by PFPC, a party's cumulative liability 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 plus reasonable attorney's fees. (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. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages agrees to indemnify and hold harmless the Fund from Losses arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 1010 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its any affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 in performing efforts, within reasonable limits, to ensure the accuracy and completeness of all services provided for performed under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) The provisions of this Agreement to the contrary, the Fund Section 14 shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence survive termination of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC PFPC, in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable responsible for any damages arising out of PFPC's its own negligent failure to perform its duties under this Agreement Agreement. Notwithstanding the foregoing, PFPC shall not be responsible for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and provided further that PFPC shall only be responsible for that portion of losses or damages suffered by the Fund that are attributable to the extent such damages arise out negligence of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) . Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC shall not be PFPC, in connection with its duties under any duty or obligation to inquire into and this Agreement, shall not be liable for (Aa) 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 reasonably believes to be genuine; or (Bb) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, flood or 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 nor its affiliates shall be liable have no liability to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the FundPFPC.

Responsibility of PFPC. (a) PFPC 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 and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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, (i) neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesaffiliates and (ii) PFPC'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 for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) Notwithstanding anything in this Agreement No party may assert a cause of action against PFPC or any of its affiliates that allegedly occurred more than 12 months immediately prior to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance filing of the services provided hereundersuit (or, whether or not if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the likelihood other party may become responsible. (f) The provisions of such losses or damages was known by the Fundthis Section 14 shall survive termination of this Agreement.

Responsibility of PFPC. (a) PFPC 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 in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 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 or any Portfolio may incur or suffer by or as a consequence of PFPC's or its any affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC, shall not be liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) The provisions of this Agreement to the contrary, the Fund Section 13 shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence survive termination of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages agrees to indemnify and hold harmless the Fund from Losses arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor or its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunderthis Agreement, whether or not the likelihood of such damages or losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the GE Fund Products except as specifically set forth herein or as may be specifically agreed to by PFPC and the GE Fund Products in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's ’s or its affiliates’ failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's ’s or its affiliates’ errors made in the ordinary course of business, breach of this Agreement, willful misfeasancemisconduct, bad faith, negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or . Notwithstanding the foregoing Section 13(b)(i) above, PFPC agrees to maintain a written disaster recovery plan (B“DRP”) subject that is reviewed and updated from time to Section 10time, delays or errors or which addresses possible disaster scenarios such as loss of data occurring by reason of circumstances beyond PFPC's control’s Westborough, including acts of civil MA or military authorityLynnfield, national emergencies, labor difficulties, MA facilities to fire, floodstorm, catastropheutility outage and other events and which calls for recovery of essential services within 24 hours after a declared disaster. Further, acts PFPC maintain an available hot site facility, currently in Pittsburgh, PA, which provides that systems, networks, on-line applications and user data will be recovered at the data center within 24 hours after a declared disaster. For the term of Godthis Agreement, insurrectionPFPC shall, warat least once per year and any time there is a material change to the DRP, riots or failure of send to the mails, transportation, communication or power supplyGE Fund Products the then current DRP. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC nor each party and its affiliates shall not be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC such party or its affiliates. (d) Notwithstanding anything in Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) The provisions of this Agreement to the contrary, the Fund Section 13 shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence survive termination of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC, shall not be liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 else in this Agreement to the contrarycontrary and except to the limited extent set forth in paragraph 13(d) below, neither PFPC nor its affiliates shall not be liable to the Fund for any consequential, consequential or special or indirect losses or damages ("Special Damages") which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known . (d) PFPC shall be liable for Special Damages incurred by the FundFund only to the extent that Special Damages arise out of PFPC's or its affiliates' willful misfeasance, bad faith or negligence in performing, or reckless disregard of, their duties under this Agreement; provided, however, the liability of PFPC with respect to all such Special Damages arising during the term of this Agreement and thereafter shall be limited to One Hundred Thousand Dollars ($100,000) per transaction or series of directly related transactions; related transactions may be related as to parties, timing or subject matter.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC shall be obligated to exercise customary care and diligence in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's ’s willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC 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’s control, provided that PFPC has acted in accordance with the standard set forth in Section 14(a) above and has otherwise fulfilled its obligation under this Agreement; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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, (i) neither PFPC party nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by the Fundparty or its affiliates and (ii) excluding fees owed by the Fund under this Agreement for services rendered by PFPC, a party’s cumulative liability 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 plus reasonable attorney’s fees. (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. (a) PFPC shall be under no duty to take any action on behalf of the a Fund except as specifically set forth stated herein or as may be specifically agreed to by PFPC PFPC, in writing. PFPC shall be obligated to exercise reasonable care and reasonable diligence in the performance of its duties hereunder, and obligations hereunder (including the services set forth in Schedule B to this Agreement) and to act in good faith and to use its best efforts in performing services provided for under this Agreement. PFPC shall For purposes of indemnification under Section 12 of this Agreement, the standards set forth in the prior sentence will be liable for any damages arising out used as the measurement of whether PFPC's failure performance is in breach of its duties and obligations with respect to perform a Fund under this Agreement. PFPC, in connection with its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC 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 reasonably believes to be genuine; or (B) subject . Notwithstanding anything in this Agreement to Section 10the contrary, PFPC shall not be liable for any Losses, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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's duties under Section 10 of this Agreement. Notwithstanding anything in this Agreement to the contrary, neither PFPC nor its affiliates shall be liable to the any Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) . Notwithstanding anything in this Agreement to the contrary, the no Fund nor any of its affiliates shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by the FundFund or its affiliates.

Responsibility of PFPC. (a) PFPC 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 in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 else in this Agreement to the contrarycontrary and except to the limited extent set forth in paragraph 13(d) below, neither PFPC nor its affiliates shall not be liable to the Fund for any consequential, consequential or special or indirect losses or damages ("Special Damages") which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known . (d) PFPC shall be liable for Special Damages incurred by the FundFund only to the extent that Special Damages arise out of PFPC's or its affiliates' willful misfeasance, bad faith or gross negligence in performing, or reckless disregard of, their duties under this Agreement; provided, however, the liability of PFPC with respect to all such Special Damages arising during the term of this Agreement and thereafter shall be limited to One Hundred Thousand Dollars ($100,000) per transaction or series of directly related transactions; related transactions may be related as to parties, timing or subject matter.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) The provisions of this Agreement to the contrary, the Fund Section 14 shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence survive termination of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund Trust except as specifically set forth herein or as may be specifically agreed to by PFPC and the Trust in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's ’ material and uncured breach of this Agreement, willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (unless such third party was engaged by PFPC); provided that PFPC has adopted and implemented a commercially reasonable Disaster Recovery Plan; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC 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, PFPC shall have no liability either for (i) any error or omission of any of its predecessors as servicer on behalf of the Fund shall not be liable to PFPC nor its affiliates Trust or (ii) for any consequentialfailure to discover any such error or omission, special or indirect losses or damages which provided that, once PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of has performed the services provided hereunderunder this Agreement and in the ordinary course of performing the services should reasonably have discovered such an error or omission, whether or not the likelihood PFPC will no longer be protected under this Section 13(e)(ii) for damages caused by such failure. (f) The provisions of such losses or damages was known by the Fundthis Section 13 shall survive termination of this Agreement.

Responsibility of PFPC. (a) PFPC 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 and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's ’s willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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, (i) neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesaffiliates and (ii) PFPC’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 for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) Notwithstanding anything in this Agreement No party may assert a cause of action against PFPC or any of its affiliates that allegedly occurred more than 12 months immediately prior to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance filing of the services provided hereundersuit (or, whether or not if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the likelihood other party may become responsible. (f) The provisions of such losses or damages was known by the Fundthis Section 14 shall survive termination of this Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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, (i) neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesaffiliates and (ii) PFPC'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 for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) Notwithstanding anything in this Agreement No party may assert a cause of action against PFPC or any of its affiliates that allegedly occurred more than 12 months immediately prior to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance filing of the services provided hereundersuit (or, whether or not if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the likelihood other party may become responsible. (f) The provisions of such losses or damages was known by the Fundthis Section 14 shall survive termination of this Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC 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 reasonably believes to be genuine; or (B) subject to Section Paragraph 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC, shall not be liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) The provisions of this Agreement to the contrary, the Fund Section 13 shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence survive termination of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of Highland or the Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages agrees to indemnify and hold harmless Highland from Losses arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund Highland for any consequential, special or indirect losses or damages which the Fund Highland may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund Trust except as specifically set forth herein or as may be specifically agreed to by PFPC and the Trust in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC shall not be under any duty or obligation to inquire into and shall not be liable for for: (A) the validity or invalidity or authority or lack thereof of any Oral Instruction (as defined below) or Written InstructionInstruction (as defined below), notice or other instrument which that conforms to the applicable requirements of this Agreement, and which PFPC reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC's controlcontrol including, including without limitation, acts of civil or military authority, national emergencies, terrorist acts, 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 party to this Agreement nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesconsequential damages. (d) Notwithstanding anything in No party may assert a cause of action against PFPC or any of its affiliates under this Agreement that allegedly occurred more than twelve (12) months immediately prior to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance filing of the services provided hereunder, whether or not suit alleging such cause of action. (e) Each party shall have a duty to take reasonable measures to mitigate damages for which the likelihood of such losses or damages was known by the Fundother party may become responsible.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) The provisions of this Agreement to the contrary, the Fund Section 14 shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence survive termination of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund Trust except as specifically set forth herein or as may be specifically agreed to by PFPC PFPC, in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable responsible for any damages arising out of PFPC's its own negligent failure to perform its duties under this Agreement Agreement. Notwithstanding the foregoing, PFPC shall not be responsible for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and provided further that PFPC shall only be responsible for that portion of losses or damages suffered by the Portfolios that are attributable to the extent such damages arise out negligence of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) . Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC shall not be PFPC, in connection with its duties under any duty or obligation to inquire into and this Agreement, shall not be liable for (Aa) 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 reasonably believes to be genuine; or (Bb) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, flood or 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 nor its affiliates shall be liable have no liability to the Fund Trust for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates Trust may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the FundPFPC.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this AgreementAmendment. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement Amendment to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties, or the breach of any representation or warranty of PFPC made herein. (b) Without limiting Notwithstanding anything in this Amendment to the generality contrary, (i) PFPC 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 (ii) PFPC 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 information from an officer of the applicable requirements of this Agreement, and Fund which PFPC reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 PFPC, Fund nor its their affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC such party or its affiliates. (d) Notwithstanding anything in this Agreement Neither party may assert a cause of action against the other or any of its affiliates that allegedly occurred more than two (2) years immediately prior to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance filing of the services provided hereundersuit (or, whether or not if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the likelihood other party may become responsible. (f) The provisions of such losses or damages was known by this Section 4 shall survive termination of the Fund.Agreement and this Amendment. (continued on next page)

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its any affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC 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 in writing. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 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 or any Portfolio may incur or suffer by or as a consequence of PFPC's or its any affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC hereby represents that it is experienced in the provision of the services covered by this Agreement. In the performance of its duties hereunder, PFPC shall be obligated to exercise due care and diligence and to act in a timely manner and in good faith to assure the accuracy and completeness of all services performed under this Agreement. PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise care and diligence in the performance of responsible for its duties hereunder, to act in good faith and to use its best efforts in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's own negligent failure to perform its duties under this Agreement. In assessing negligence for purposes of this Agreement, the parties agree that the standard of care applied to PFPC's conduct shall be the care that would be exercised by a similarly situated service provider, supplying substantially the same services under substantially similar circumstances. Notwithstanding the foregoing, PFPC shall not be responsible for losses beyond its control, provided that PFPC has acted in accordance with the provisions of this Agreement and the standard of care set forth above and provided further that PFPC shall only be responsible for that portion of losses or damages suffered by the Fund attributable to the extent such damages arise out negligence of PFPC. Losses shall be beyond PFPC's willful misfeasancecontrol if they result from or occur because of delays or errors or loss of data provided by a person other than PFPC or its Affiliates, bad faithor their respective employees or agents, negligence or reckless disregard acts of civil or military authority, national emergencies, labor difficulties (other than those of PFPC or its Affiliates), fire, equipment failure resulting from forces external to the premises of PFPC or its Affiliates, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply external to the premises of PFPC or its Affiliates and such duties. (b) other circumstances beyond PFPC's control. Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC 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 (A) or in respect of the validity or invalidity or authority or lack thereof of any Oral Instruction or Written InstructionInstruction received from the Fund, or an Affiliate, provided such Affiliate has not acted negligently (unless such an Affiliate has received and transmitted erroneous instructions received from an Authorized Person that is not an Affiliate), notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable have no liability to the Fund for any consequential, special or indirect losses or damages damages, the nature of which is or was remote, unforeseen, unforeseeable or beyond the Fund may incur or suffer by or as a consequence scope of PFPC's or its affiliates' performance of reasonable anticipation at the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in time this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundexecuted.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages agrees to indemnify and hold harmless the Fund from Losses arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 109, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of RSMC or the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 commercially reasonable efforts in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into and shall not be liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 else in this Agreement to the contrary, neither PFPC nor its affiliates shall be liable contrary and except to the Fund for any consequentiallimited extent set forth in paragraph 13(d) below, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates RSMC for any consequential, consequential or special or indirect losses or damages ("Special Damages") which PFPC or its affiliates RSMC may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder. (d) PFPC shall be liable for Special Damages incurred by RSMC only to the extent that Special Damages arise out of PFPC's or its affiliates' willful misfeasance, whether bad faith or not gross negligence in performing, or reckless disregard of, their duties under this Agreement; provided, however, the likelihood liability of PFPC with respect to all such losses Special Damages arising during the term of this Agreement and thereafter shall be limited One Hundred Thousand Dollars ($100,000) per transaction or damages was known by the Fundseries of directly related transactions; related transactions may be related as to parties, timing or subject matter.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund Trust except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's ’s failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC’s willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement (“Standard of Care”). (b) PFPC agrees to indemnify and hold harmless the Trust from Losses arising out of PFPC’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's ’s willful misfeasance, bad faith, gross negligence or reckless disregard of such dutiesits duties under this Agreement. (bc) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided, that PFPC has acted in accordance with the Standard of Care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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. (cd) Notwithstanding anything in this Agreement to the contrary, neither PFPC nor its affiliates shall be liable to the Fund 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'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 or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically reasonably necessary to fulfill its duties set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence gross negligence, or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 (whether contained anywhere in Sections 15-17 hereof or otherwise) to the contrary, the Fund hereby acknowledges and agrees that (i) PFPC, in the course of providing tax-related services or calculating and reporting portfolio performance hereunder, may rely upon PFPC's interpretation of tax positions or its interpretation of relevant circumstances (as determined by PFPC) in providing such tax services and in determining methods of calculating portfolio performance to be used, provided that such interpretations and determinations are made in good faith and subject to review by the Fund's tax adviser, and (ii) PFPC shall not be liable for losses or damages of any kind associated with such reliance except to the extent such loss or damage is substantially due to PFPC's bad faith, gross negligence, willful misfeasance, or reckless disregard of its duties. (d) Notwithstanding anything in this Agreement to the contrary, without limiting anything in the immediately preceding sentence, the Fund hereby acknowledges and agrees that PFPC shall not be liable for any losses or damages of any kind associated with any tax filings with which PFPC has assisted in any way except to the extent such loss or damage is substantially due to PFPC's bad faith, gross negligence, willful misfeasance or reckless disregard of its duties, at the time of such assistance; (e) Notwithstanding anything in this Agreement to the contrary, neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special special, or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. PFPC'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 for services provided hereunder during the 24 months immediately prior to the date of such loss or damage. (df) Notwithstanding anything in this Agreement to the contrary, Any cause of action asserted by the Fund shall not be liable to against PFPC nor or any of its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of must be asserted within the services provided hereunder, whether or not 12 month period after the likelihood Fund has actual knowledge of such losses or cause of action. (g) Each party shall have a duty to mitigate damages was known by for which the Fundother party may become responsible. (h) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund Partnership except as specifically set forth herein or as may be specifically agreed to by PFPC and the Partnership in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC 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's control provided that PFPC has acted in accordance with the standard of care set forth in Section 14 (a) above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything No party may assert a cause of action against PFPC or any of its affiliates that is discovered (or in this Agreement the exercise of reasonable care should have been discovered) more than 12 months immediately prior to the contraryfiling 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 Fund shall not be liable to time for asserting a cause of action against PFPC nor 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 any consequential, special or indirect losses or damages which PFPC or its affiliates the other party may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundbecome responsible.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund a Trust except as specifically set forth herein or as may be specifically agreed to by PFPC and such Trust in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's ’s failure to perform its duties under this Agreement or to the extent such damages arise out of PFPC's ’s willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality of contrary, and with the foregoing or exception of any other provision loss arising out of or relating to PFPC’s refusal or failure to comply with the terms of this Agreement or from PFPC’s willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement, (i) PFPC 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, to the extent that PFPC has acted reasonably in eliminating the circumstances giving rise thereto; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 supplygenuine and from an Authorized Person. (c) Notwithstanding anything in this Agreement Each party shall have a duty to the contrary, neither PFPC nor its affiliates shall be liable to the Fund mitigate damages for any consequential, special or indirect losses or damages which the Fund other party may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesbecome responsible. (d) Notwithstanding anything in The provisions of this Agreement to the contrary, the Fund Section 13 shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence survive termination of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC 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 in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 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 or any Portfolio may incur or suffer by or as a consequence of PFPC's or its affiliates' any affiliate's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 in performing services provided for under this Agreement. PFPC shall not be liable for any damages arising out of PFPC's failure loss suffered by the Fund in connection with the matters to perform its duties under which this Agreement to the extent such damages arise out of PFPC's relates, except a loss resulting from willful misfeasance, bad faith, negligence or reckless disregard breach of such dutiesthis 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 shall not be responsible or 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; (ii) PFPC shall be responsible (pursuant to the foregoing standard of care set forth in Section 13(a) of this Agreement) for the accuracy of files containing monthly statement information or other information (if any) that PFPC is required to produce and provide electronically to the Fund pursuant to this Agreement, but in no event shall PFPC be responsible or liable for the accuracy or inaccuracy of any subsequent indexing and presentation by any entity other provision than PFPC of such monthly statement information or other information or for any subsequent data integrity errors in such monthly statement information or other information; and (iii) subject to Section 13(a) of this Agreement, PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in The provisions of this Agreement to the contrary, the Fund Section 13 shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence survive termination of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the a Fund or any of its Portfolios except as specifically set forth herein or as may be specifically agreed to by PFPC and such Fund in writinga written amendment hereto. PFPC 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 in performing services with respect to a particular Fund provided for under this Agreement. PFPC shall be liable to a Fund only for any damages arising out of PFPC's failure to perform its duties under this Agreement with respect to such Fund to the extent such damages arise out of PFPC's own willful misfeasancemisfeasance with respect to such Fund, bad faithfaith with respect to such Fund, negligence or with respect to such Fund, reckless disregard of PFPC’s duties under this Agreement with respect to such duties.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 is obligated to perform with respect to such Fund under this Agreement. L:\MFApps\Docubuilder\N-1 A Filings\February 2006\GEF\C-Pages & Exhibits\Exhibit (g)(2).htm (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Each Fund shall have a duty to mitigate damages for which PFPC may become responsible hereunder and PFPC shall have a duty to mitigate damages for which a Fund may become responsible hereunder. (e) The provisions of this Section 13 shall survive termination of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, the Fund PFPC shall not be liable to PFPC nor its affiliates have no liability either for any consequential, special error or indirect losses omission of any of its predecessors as servicer on behalf of any Fund or damages which PFPC for any failure to discover any such error or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.omission. L:\MFApps\Docubuilder\N-1 A Filings\February 2006\GEF\C-Pages & Exhibits\Exhibit (g)(2).htm

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund Trust except as specifically set forth herein or as may be specifically agreed to by PFPC and the Trust in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's ' material and uncured breach of this Agreement, willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (unless such third party was engaged by PFPC); provided that PFPC has adopted and implemented a commercially reasonable Disaster Recovery Plan; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC 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, PFPC shall have no liability either for (i) any error or omission of any of its predecessors as servicer on behalf of the Fund shall not be liable to PFPC nor its affiliates Trust or (ii) for any consequentialfailure to discover any such error or omission, special or indirect losses or damages which provided that, once PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of has performed the services provided hereunderunder this Agreement and in the ordinary course of performing the services should reasonably have discovered such an error or omission, whether or not the likelihood PFPC will no longer be protected under this Section 13(e)(ii) for damages caused by such failure. (f) The provisions of such losses or damages was known by the Fundthis Section 13 shall survive termination of this Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund or the Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund or to the Portfolio for any consequential, special or indirect losses or damages which the Fund or the Portfolio may incur or suffer by or as a consequence of PFPC's or its any affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund 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's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) The provisions of this Agreement to the contrary, the Fund Section 13 shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence survive termination of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty hereunder to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writing. PFPC shall be obligated to exercise due care and diligence in the performance of its duties hereunder, hereunder (and the services set forth in the Service Level Agreements) and to act in good faith and to use its best efforts in performing services provided for under this Agreement. PFPC shall be liable only for any damages damages, costs or expenses arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, willful misconduct, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 (whether contained anywhere in Sections 13-15 or otherwise) to the contrary, the Fund hereby acknowledges and agrees that (i) PFPC, in the course of providing tax-related services or calculating and reporting portfolio performance hereunder, may rely upon PFPC's good faith interpretation of tax positions or its good faith interpretation of relevant circumstances (as reasonably determined by PFPC) in providing such tax services and in determining methods of calculating portfolio performance to be used, so long as they are reasonable and are subject to review by the Fund's tax advisor, and that (ii) PFPC shall not be liable for losses or damages of any kind associated with such reliance except to the extent such loss or damage arises out of PFPC's gross negligence, reckless disregard of its duties, willful misconduct or will misfeasance. (d) Notwithstanding anything in this Agreement to the contrary, without limiting anything in the immediately preceding sentence, the Fund hereby acknowledges and agrees that PFPC shall not be liable for any losses or damages of any kind associated with any tax filings with which PFPC has assisted in any way except to the extent such loss or damage arises out of PFPC's gross negligence, reckless disregard of its duties, willful misconduct or will misfeasance. (e) Notwithstanding anything in this Agreement to the contrary, neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (df) Each party shall use commercially reasonable efforts (including indemnity payments) to mitigate damages for which the other party may become responsible. (g) Notwithstanding anything in this Agreement to the contrary, PFPC shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund shall not be liable to PFPC nor its affiliates or for any consequential, special failure to discover such error or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundomission.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC 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's control, provided that PFPC has acted in accordance with the standard set forth in Section 14(a) above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to No party may assert a cause of action hereunder against any party hereto more that 12 months after the contrary, date on which the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood asserting became aware of such losses or cause of action. (e) Each party shall have a duty to mitigate damages was known by for which the Fundother party may become responsible.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of or in connection with PFPC's performance of or omission or failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasancenegligence, bad faith, negligence or reckless disregard of such its duties. (b) , bad faith or willful misfeasance. Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC PFPC, 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 (Aa) 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 reasonably believes to be genuine; or (Bb) subject to Section the provisions of Paragraph 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, flood or 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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund Trust except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund 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's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund Trust shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the FundTrust.

Responsibility of PFPC. (a) PFPC 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 and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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, (i) neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesaffiliates and (ii) PFPC'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 for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) Notwithstanding anything in this Agreement No party may assert a cause of action against PFPC or any of its affiliates that allegedly occurred more than 12 months immediately prior to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance filing of the services provided hereundersuit (or, whether or not if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the likelihood other party may become responsible. (f) The provisions of such losses or damages was known by the Fundthis Section 14 shall survive termination of this Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 FORM OF AGREEMENT 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 (whether contained anywhere in Sections 15-17 or otherwise) to the contrary, Fund hereby acknowledges and agrees that (i) PFPC, in the course of providing tax-related services or calculating and reporting portfolio performance hereunder, may rely upon PFPC's interpretation of tax positions or its interpretation of relevant circumstances (as determined by PFPC) in providing such tax services and in determining methods of calculating portfolio performance to be used, and that (ii) PFPC shall not be liable to for losses or damages of any kind associated with such reliance except to the extent such loss or damage is substantially due to PFPC's gross negligence or willful misconduct. (d) Notwithstanding anything in this Agreement to the contrary, without limiting anything in the immediately preceding sentence, Fund hereby acknowledges and agrees that PFPC shall not be liable for any losses or damages of any kind associated with any tax filings with which PFPC has assisted in any way except to the extent such loss or damage is substantially due to PFPC's gross negligence or willful misconduct; provided, however, FORM OF AGREEMENT that PFPC shall not be found to have been grossly negligent for losses or damages associated with areas of responsibility that the judiciary, regulators (or other governmental officials) or members of the hedge fund industry determine would otherwise apply to PFPC (or similar service providers) and which, as of the date hereof, have yet to be identified by such parties as areas for which PFPC (or any similar service provider) is (or would be) responsible. (e) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesaffiliates and (ii) PFPC'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 for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (df) Notwithstanding anything in this Agreement No party may assert a cause of action against PFPC or any of its affiliates that allegedly occurred more than 12 months immediately prior to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance filing of the services provided hereundersuit (or, whether or not if applicable, commencement of arbitration proceedings) alleging such cause of action. (g) Each party shall have a duty to mitigate damages for which the likelihood other party may become responsible. (h) The provisions of such losses or damages was known by the Fund.this Section 14 shall survive termination of this Agreement. FORM OF AGREEMENT

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC 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's control provided that PFPC has acted in accordance with the standard set forth in Section 14(a) above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement Each party shall have a duty to mitigate damages for which the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates other party may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundbecome responsible.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC 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 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 (whether contained anywhere in Sections 15-17 or otherwise) to the contrary, Fund hereby acknowledges and agrees that (i) PFPC, in the course of providing tax-related services or calculating and reporting portfolio performance hereunder, may rely upon PFPC's good faith interpretation of tax positions or its good faith interpretation of relevant circumstances (as determined by PFPC) in providing such tax services and in determining methods of calculating portfolio performance to be used, and that (ii) PFPC shall not be liable for losses or damages of any kind associated with such reliance except to the extent such loss or damage is substantially due to PFPC's gross negligence or willful misconduct. (d) Notwithstanding anything in this Agreement to the contrary, without limiting anything in the immediately preceding sentence, Fund hereby acknowledges and agrees that PFPC shall not be liable for any losses or damages of any kind associated with any tax filings with which PFPC has assisted in any way except to the extent such loss or damage is substantially due to PFPC's gross negligence or willful misconduct. It is further agreed that PFPC shall not be found grossly negligent for losses or damages associated with areas of responsibility that as of the date such losses or damages were caused, had yet to be identified by the judiciary, regulators (or other governmental officials) or members of the hedge fund industry as areas for which PFPC (or any similar service provider) is (or would be) responsible. (e) Notwithstanding anything in this Agreement to the contrary, neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (df) Notwithstanding anything No party may assert a cause of action against PFPC or any of its affiliates that is discovered (or in this Agreement the exercise of reasonable care should have been discovered) more than 12 months immediately prior to the contraryfiling of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action; provided that this Section 14 (f) will not extend the Fund shall not be liable to time for asserting a cause of action against PFPC nor or any of its affiliates which is applicable under any applicable statute of limitations. (g) Each party shall have a duty to mitigate damages for any consequential, special or indirect losses or damages which PFPC or its affiliates the other party may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundbecome responsible.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the a Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC and the relevant Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (provided PFPC has acted in accordance with the foregoing standard of care set forth above), including without limitation acts of God; action or inaction of any other provision civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of this Agreementutilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Any claims (including the filing of a suit or, if applicable, commencement of arbitration proceedings) must be asserted by a Fund against PFPC or any of its affiliates within 24 months after the Fund became aware of the claim or the Board of Trustees of the Fund is informed of specific facts that should have alerted it that a basis for such a claim might exist. (e) Each party shall have a duty to mitigate damages for which another party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary, the Fund PFPC shall not be liable to PFPC nor its affiliates have no liability for any consequential, special error or indirect losses omission of any predecessor service provider(s) to the Funds or damages which PFPC for any failure to discover any such error or its affiliates may incur or suffer by or as a consequence omission. (g) The provisions of PFPC's performance this Section 13 shall survive termination of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties, and PFPC shall indemnify and hold harmless the Fund and each Portfolio from such damages. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC, shall not be liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 1011, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund Partnership except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages agrees to indemnify and hold harmless the Partnership, the General Partners and the Limited Partners from Losses arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10Sections 10 and 11 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund Partnership for any consequential, special or indirect losses or damages which the Fund Partnership may incur or suffer by or as a consequence of PFPC's or its any affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the a Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and such Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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, (i) neither PFPC nor its affiliates shall be liable to the Fund 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's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates; and (ii) PFPC's liability to a Fund for any loss, claim, suit, controversy, breach or damage of any nature 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 ("Loss") shall not exceed the fees received by PFPC for services provided hereunder during the twelve (12) months immediately prior to the date of Loss; provided that PFPC's cumulative maximum liability for all Losses shall not exceed $100,000. (d) Notwithstanding anything in Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) The provisions of this Agreement to the contrary, the Fund Section 12 shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence survive termination of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty hereunder to take any action on behalf of the Fund or the Administrator except as specifically set forth herein or as may be specifically agreed to by PFPC PFPC, the Fund and the Administrator in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages Losses suffered by the Fund arising out of PFPC's performance of or failure to perform its duties under this Agreement and only to the extent such damages Losses arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (other than the Fund, BlackRock Xxxxx Capital Advisors LLC and BlackRock, Inc. and its subsidiaries, to the extent any of the foregoing or may be deemed to be affiliates of any other provision of this Agreement, PFPC)); and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject . Notwithstanding the foregoing, PFPC shall use commercially reasonable efforts to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure mitigate the effect of the mailsevents enumerated in clause (i) of the preceding sentence, transportation, communication or power supplyalthough such efforts shall not impute any liability to PFPC. (c) Notwithstanding anything in this Agreement to the contrary, the Fund and the Administrator hereby acknowledge and agree that (i) PFPC, in the course of providing tax-related services or calculating and reporting portfolio performance hereunder, may rely upon PFPC's interpretation of tax positions or its interpretation of relevant circumstances (as determined by PFPC) in providing such tax services and in determining methods of calculating portfolio performance to be used, and that (ii) PFPC shall not be liable for losses or damages of any kind associated with such reliance except to the extent such loss or damage is substantially due to PFPC's willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties under this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, without limiting anything in the immediately preceding sub-section (c), the Fund and the Administrator hereby acknowledge and agree that PFPC shall not be found to have been negligent or to have acted with willful misfeasance, bad faith or reckless disregard with respect to losses or damages associated with areas of responsibility that the judiciary, regulators (or other governmental officials) or members of the investment fund industry determine would otherwise apply to PFPC (or similar service providers) and which, as of the date hereof, have yet to be identified by such parties as areas for which PFPC (or any similar service provider) is (or would be) responsible. (e) Notwithstanding anything in this Agreement to the contrary neither PFPC nor its affiliates (not including the Fund, BlackRock Xxxxx Capital Advisors LLC and BlackRock, Inc. and its subsidiaries, to the extent any of the foregoing may be deemed to be affiliates of PFPC) shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (df) Each party shall have a duty to mitigate damages for which any other party to this Agreement may become responsible. (g) Notwithstanding anything in this Agreement to the contrary, the Fund services provided by PFPC do not constitute, nor shall not they be liable to PFPC nor its affiliates construed as constituting, legal advice or the provision of legal services for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance on behalf of the services provided hereunderAdministrator, whether the Fund or not the likelihood any other person. (h) The provisions of such losses or damages was known by the Fundthis Section 13 shall survive termination of this Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 in performing services provided for under this Agreement. PFPC shall not be liable for any damages arising out of PFPC's failure loss suffered by the Fund in connection with the matters to perform its duties under which this Agreement to the extent such damages arise out of PFPC's relates, except a loss resulting from willful misfeasance, bad faith, negligence or reckless disregard breach of such dutiesthis 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 shall not be responsible or 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; (ii) PFPC shall be responsible (pursuant to the foregoing standard of care set forth in Section 13(a) of this Agreement) for the accuracy of files containing monthly statement information or other information (if any) that PFPC is required to produce and provide electronically to the Fund pursuant to this Agreement, but in no event shall PFPC be responsible or liable for the accuracy or inaccuracy of any subsequent indexing and presentation by any entity other provision than PFPC of such monthly statement information or other information or for any subsequent data integrity errors in such monthly statement information or other information; and (iii) subject to Section 13(a) of this Agreement, PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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. (ca) Notwithstanding anything in this Agreement to the contrary, neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (db) Notwithstanding anything in The provisions of this Agreement to the contrary, the Fund Section 13 shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence survive termination of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC 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's control provided that PFPC has acted in accordance with the standard of care set forth in Section 14 (a) above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement Each party shall have a duty to mitigate damages for which the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates other party may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundbecome responsible.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Company, the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Company, the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Company, the Fund or any Portfolio may incur or suffer by or as a consequence of PFPC's or its affiliates' any affiliate's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC 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 in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties, and PFPC shall indemnify and hold harmless the Fund and each Portfolio from such damages. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 1011, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 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 or any Portfolio may incur or suffer by or as a consequence of PFPC's or its any affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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, (i) neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesaffiliates and (ii) PFPC'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 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 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 13 shall survive termination of this Agreement. (g) Notwithstanding anything in this Agreement to the contrary, PFPC shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund shall not be liable to PFPC nor its affiliates or for any consequential, special failure to discover any such error or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundomission.

Responsibility of PFPC. (a) PFPC will maintain insurance of the types and in the amounts that PFPC reasonably believes is adequate for its business, including, but not limited to, insurance covering errors and omissions, and all other risks customarily insured against by similarly situated companies, all of which insurance is in full force and effect. (b) Upon the request of the Fund, PFPC shall contract with an independent third party (e.g., NQR or Dalbar, Inc.) chosen by the Fund and at the Fund's expense to conduct quality assurance review of PFPC's performance under this Agreement and, upon completion thereof, shall disclose the results of such review to the Fund. (c) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 with its best efforts within commercially reasonable limits in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful negligence, misfeasance, bad faith, negligence violation of law, breach of this Agreement, or reckless disregard of such duties. (bd) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC 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's control, provided that PFPC has acted in accordance with the standard set forth in Section 14(c) above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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. (ce) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC party nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC such party or its affiliates. (df) Notwithstanding anything in this Agreement Each party shall have a duty to reasonably mitigate damages for which the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates other party may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundbecome responsible.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund Trust except as specifically set forth herein or as may be specifically agreed to by PFPC and the Trust in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's ’ material and uncured breach of this Agreement, willful misfeasance, bad faith, gross negligence or reckless disregard of such duties; provided that in the absence of a finding to the contrary the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been the result of PFPC’s or its affiliates own willful misfeasance, bad faith, gross negligence or reckless disregard of such duties and obligations under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (unless such third party was engaged by PFPC); provided that PFPC has adopted and implemented a commercially reasonable Disaster Recovery Plan; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC 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, PFPC shall have no liability either for (i) any error or omission of any of its predecessors as servicer on behalf of the Fund shall not be liable to PFPC nor its affiliates Trust or (ii) for any consequentialfailure to discover any such error or omission, special or indirect losses or damages which provided that, once PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of has performed the services provided hereunderunder this Agreement and in the ordinary course of performing the services should reasonably have discovered such an error or omission, whether or not the likelihood PFPC will no longer be protected under this Section 13(e)(ii) for damages caused by such failure. (f) The provisions of such losses or damages was known by the Fundthis Section 13 shall survive termination of this Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 selected with reasonable care by PFPC; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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, (i) neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesaffiliates and (ii) PFPC'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 two (2) times the fees received by PFPC for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) Notwithstanding anything in this Agreement No party may assert a cause of action against PFPC or any of its affiliates that allegedly occurred more than 12 months immediately prior to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance filing of the services provided hereundersuit (or, whether or not if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the likelihood other party may become responsible. (f) The provisions of such losses or damages was known by the Fundthis Section 14 shall survive termination of this Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the a Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Trust in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (subject to Section 10), 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 provided that PFPC has taken reasonable steps to minimize service interruptions; and (ii) PFPC 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, and which PFPC reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 party nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by the Fundparty or its affiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) The provisions of this Section 13 shall survive termination of this Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund Company except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund Company for any consequential, special or indirect losses or damages which the Fund Company or any Portfolio may incur or suffer by or as a consequence of PFPC's or its any affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's PFPC and its affiliates' failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's PFPC or its affiliates' willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC shall not be liable for losses, delays, failure, errors, interruption or loss of the foregoing 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 not cause by any other provision action or inaction by PFPC or its affiliates; civil commotion; interruption, loss or malfunction of this Agreementutilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party provided PFPC has complied with its obligation to make reasonable backup arrangements pursuant to Section 10; and (ii) PFPC shall not be under any duty or obligation to inquire into and 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 or other instrument which conforms to the applicable requirements of this Agreement, Agreement and which PFPC reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates affiliates, nor the Fund, the Portfolios and their affiliates, shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC PFPC, its affiliates, the Fund, the Portfolios or its their affiliates. (d) Notwithstanding anything in Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) The provisions of this Agreement to the contrary, the Fund Section 13 shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence survive termination of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund or any Series except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such dutiesduties or any material breach by PFPC of this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC 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, PFPC shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund shall not be liable to PFPC nor its affiliates or for any consequential, special failure to discover any such error or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence omission. (f) The provisions of PFPC's performance this Section 13 shall survive termination of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of EII, the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 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 or any Portfolio may incur or suffer by or as a consequence of PFPC's or its any affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein to the extent necessary to fulfill its duties and obligations specified in this Agreement or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing or of any other provision contrary, but subject to its obligations under Section 9 of this Agreement, (i) PFPC 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 has used reasonable efforts to minimize the impact of any of the foregoing on its ability to fully perform its obligations hereunder; and (ii) PFPC 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 Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which Instruction that PFPC reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 party nor its their affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesthem. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) The provisions of this Section 12 shall survive termination of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, PFPC shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund shall not be liable to PFPC nor its affiliates or for any consequential, special failure to discover any such error or indirect losses or damages which omission. The parties acknowledge that certain services have been provided by PFPC or its affiliates may incur or suffer by or prior to the date of this Agreement and that for purposes of this paragraph (f) PFPC and its affiliates shall not be deemed as a consequence of predecessor as servicer and, therefore, this paragraph (f) shall not limit PFPC's performance liability for its own errors or omissions as provided for under the terms of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the a Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Trust in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (subject to Section 10), 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 provided that PFPC has taken reasonable steps to minimize service interruptions; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 party nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by the Fundparty or its affiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) The provisions of this Section 13 shall survive termination of this Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty hereunder to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages Losses suffered by the Fund arising out of PFPC's performance of or failure to perform its duties under this Agreement and only to the extent such damages Losses arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (other than the Fund, BlackRock Xxxxx Capital Advisors LLC and BlackRock, Inc. and its subsidiaries, to the extent any of the foregoing or may be deemed to be affiliates of any other provision of this Agreement, PFPC)); and (ii) PFPC 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 reasonably believes to be genuine; or . Notwithstanding the foregoing, PFPC shall use commercially reasonable efforts to mitigate the effect of events enumerated in clause (Bi) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 mailspreceding sentence, transportation, communication or power supplyalthough such efforts shall not impute any liability to PFPC. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC nor its affiliates (not including the Fund, BlackRock Xxxxx Capital Advisors LLC and BlackRock, Inc. and its subsidiaries, to the extent any of the foregoing may be deemed to be affiliates of PFPC) shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) The provisions of this Agreement to the contrary, the Fund Section 13 shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence survive termination of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC 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 and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (provided that PFPC has acted in accordance with the foregoing standard of care set forth above), including without limitation acts of God; action or inaction of any other provision civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of this Agreementutilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to Any claims (including the contraryfiling of suit or, if applicable, commencement of arbitration proceedings) must be asserted by the Fund shall not be liable to against PFPC nor or any of its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance within 24 months after the Fund became aware of the services provided hereunder, whether claim or not the likelihood Board of Directors of the Fund is informed of specific facts that should have alerted it that a basis for such losses or a claim might exist. (e) Each party shall have a duty to mitigate damages was known by for which the Fundother party may become responsible. (f) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty hereunder to take any action on behalf of the Adviser or the Investment Fund except as specifically set forth herein or as may be specifically agreed to by PFPC PFPC, the Adviser and the Investment Fund in writingthe Operating Memorandum or a written amendment hereto. PFPC shall be obligated to exercise the degree of care and diligence expected of a professional administrator of an investment company registered under the 1940 Act in the performance of its duties hereunder, hereunder and to act in good faith and to use its best efforts in performing services provided for under this Agreement. PFPC shall be liable only for any damages damages, losses or reasonable expenses arising out of PFPC's the failure of PFPC or any of its affiliates to perform its their duties under this Agreement to the extent such damages arise out of PFPC's or any affiliate's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be liable for losses beyond its control, including without limitation (subject to Section 10), delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, provided that PFPC has acted in accordance with the standard set forth in Section 13(a) above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 (whether contained anywhere in Sections 14-16 or otherwise) to the contrary, the Investment Fund hereby acknowledges and agrees that (i) PFPC, in the course of providing tax-related services or calculating and reporting portfolio performance hereunder, may rely upon PFPC's interpretation of tax positions or its reasonable interpretation of relevant circumstances (as determined by PFPC) in providing such tax services and in determining methods of calculating portfolio performance to be used, and that (ii) PFPC shall not be liable for losses or damages of any kind associated with such reliance except to the extent such loss or damage is substantially due to PFPC's willful misfeasance, bad faith, negligence or reckless disregard of its duties. (d) Notwithstanding anything in this Agreement to the contrary, without limiting anything in the immediately preceding sentence, the Investment Fund hereby acknowledges and agrees that PFPC shall not be liable for any losses or damages of any kind associated with any tax filings with which PFPC has assisted in any way except to the extent such loss or damage is substantially due to PFPC's willful misfeasance, bad faith, negligence or reckless disregard of its duties; provided, however, that PFPC shall not be found to have been negligent for losses or damages associated with areas of responsibility that the judiciary, regulators (or other governmental officials) or members of the hedge fund industry determine would otherwise apply to PFPC (or similar service providers) and which, as of the date hereof, have yet to be identified by such parties as areas for which PFPC (or any similar service provider) is (or would be) responsible. PFPC may, however, be found negligent for its acts or omissions occurring after the date a responsibility has been identified. (e) Notwithstanding anything in this Agreement to the contrary, neither PFPC a party hereto nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesthem. (df) Notwithstanding anything in this Agreement Each party shall have a duty to mitigate damages for which the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates other party may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundbecome responsible.

Responsibility of PFPC. (a) PFPC shall be under no duty hereunder to take any action on behalf of the any Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC and a Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's ’s willful misfeasance, bad faith, negligence or reckless disregard of such duties, provided, however, that with respect to any activity outside of normal processing PFPC shall not be liable to the Funds, Portfolios or any shareholders of the Portfolios for any action or omission of PFPC in the absence of bad faith, willful misfeasance or gross negligence in the performance or disregard of PFPC’s duties or obligations under this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) except to the extent caused by a failure of the foregoing PFPC to maintain a reasonable disaster recovery and business continuity plan as required under Section 11, PFPC shall not be liable for losses, delays, failure, errors, interruption or loss of any other provision data occurring directly or indirectly by reason of this Agreementcircumstances 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; interruption; loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by an unaffiliated third party; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates affiliates, nor the Funds or Portfolios shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC such party. Notwithstanding this subsection, any monies required to be paid to a Portfolio or its affiliates. (d) Notwithstanding anything in this Agreement shareholders of a Portfolio, or any reprocessing costs required to be expended, pursuant to the contraryFunds’ NAV Error Correction Policy, which is included in the Fund Funds’ Procedures for the Valuation of Portfolio Securities (the “Valuation Procedures”), shall not be liable to PFPC nor its affiliates for any considered consequential, special or indirect losses or damages. (d) Each party shall have a duty to mitigate damages for which PFPC or its affiliates the other party may incur or suffer by or as a consequence become responsible. (e) The provisions of PFPC's performance this Section 14 shall survive termination of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing the services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into and shall not be liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (Aii) 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 reasonably believes to be genuine; or (B) subject Subject to Section 10, PFPC shall not be liable for delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's ’s willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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, (i) neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesaffiliates and (ii) PFPC’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 for services provided hereunder during the six (6) months immediately prior to the date of such loss or damage. (d) Notwithstanding anything in this Agreement No party may assert a cause of action against PFPC or any of its affiliates that allegedly occurred more than twelve (12) months immediately prior to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance filing of the services provided hereundersuit (or, whether or not if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the likelihood other party may become responsible. (f) The provisions of such losses or damages was known by the Fundthis Section 4 shall survive termination of this Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC 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's control, provided that PFPC has acted in accordance with the standard set forth in Section 14(a) above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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, (i) neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesaffiliates and (ii) PFPC'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 for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) Notwithstanding anything in this Agreement No party may assert a cause of action against PFPC or any of its affiliates that allegedly occurred more than 12 months immediately prior to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance filing of the services provided hereundersuit (or, whether or not if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the likelihood of such losses or damages was known by the Fundother party may become responsible.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence gross negligence, or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) except to the extent caused by a failure of the foregoing PFPC to maintain a reasonable disaster recovery and business continuity plan as required under Section 10 above, PFPC shall not be liable for losses, delays, failure, errors, interruption or loss of any other provision data occurring directly or indirectly by reason of this Agreementcircumstances 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 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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, (i) neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in The cumulative liability of PFPC to the Fund for all losses, claims, suits, controversies, breaches or damages of any nature (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 (i) $1,000,000 or (ii) the aggregate of the fees received by PFPC for services provided under the Agreement during the twenty four (24) months immediately prior to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood date of such losses loss or damage. (e) Each party shall have a duty to mitigate damages was known by for which the Fundother party may become responsible. (f) The provisions of this Section 13 shall survive termination of this Agreement.

Responsibility of PFPC. (a) PFPC 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 and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 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 (ii) PFPC 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 reasonably believes in good faith to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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, (i) neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesaffiliates and (ii) PFPC'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 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 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) The provisions of this Section 13 shall survive termination of this Agreement. (g) Notwithstanding anything in this Agreement to the contrary, PFPC shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund shall not be liable to PFPC nor its affiliates or for any consequential, special failure to discover any such error or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundomission.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC PFPC, in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable responsible for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise arising out of PFPC's willful misfeasancegross negligence. Notwithstanding the foregoing, bad faithPFPC shall not be responsible for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and provided further that PFPC shall only be responsible for that portion of losses or damages suffered by the fund are attributable to the gross negligence or reckless disregard of such duties. (b) PFPC. Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC shall not be PFPC, in connection with its duties under any duty or obligation to inquire into and this Agreement, shall not be liable for (Aa) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, Instructions notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC reasonably believes to be genuine; or (Bb) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, flood or 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 nor its affiliates shall be liable have no liability to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the FundPFPC.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of Bank of America, the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith hereunder and to use its best efforts in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall not be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence Bank of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contraryAmerica, the Fund shall not be liable to PFPC nor its affiliates for or any consequential, special or indirect losses or damages which PFPC or its affiliates Portfolio may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the FundPFPC.

Responsibility of PFPC. (a) PFPC 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 in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 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 or any Portfolio may incur or suffer by or as a consequence of PFPC's or its any affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the CSFBAC or a Fund except as specifically set forth herein including actions taken pursuant to Oral Instructions or Written Instructions or as may be specifically agreed to by PFPC PFPC, CSFBAC and a Fund in writingwriting and signed by PFPC. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder, including duties set forth in any schedules to this Agreement and to act in good faith and to use its best efforts in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 (whether contained anywhere in Sections 14-16 or otherwise) to the contrary, neither CSFBAC and each Fund hereby acknowledge and agree that (i) PFPC, in the course of calculating and reporting portfolio performance hereunder, may rely upon PFPC's good faith interpretation of tax positions or its good faith interpretation of relevant circumstances (as reasonably determined by PFPC) in providing such tax services and in determining methods of calculating portfolio performance to be used, and that (ii) PFPC shall not be liable for losses or damages of any kind associated with such reliance except to the extent such loss or damage is due to PFPC's gross negligence, reckless disregard of its duties, willful misfeasance or willful misconduct. (d) Notwithstanding anything in this Agreement to the contrary, without limiting anything in the immediately preceding sentence, the Funds hereby acknowledge and agree that PFPC shall not be liable for any losses or damages of any kind associated with any tax filings with which PFPC has assisted in any way except to the extent such loss or damage is due to PFPC's gross negligence or willful misconduct; provided, however, that PFPC shall not be found to have been grossly negligent for losses or damages associated with areas of responsibility that the judiciary, regulators (or other governmental officials) or members of the hedge fund industry determine would otherwise apply to PFPC (or similar service providers) and which, as of the date hereof, have yet to be identified by such parties as areas for which PFPC (or any similar service provider) is (or would be) responsible. (e) Notwithstanding anything in this Agreement to the contrary, (i) no party nor its their affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC them or its their affiliates. (df) Each party shall have a duty to use commercially reasonable efforts to mitigate damages for which the other party may become responsible. (g) The provisions of this Section 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, the Fund PFPC shall not be liable to PFPC nor its affiliates have no liability either for any consequential, special error or indirect losses or damages which PFPC or omission of any of its affiliates may incur or suffer by or predecessors as a consequence of PFPC's performance servicer on behalf of the services provided hereunder, whether Funds or not the likelihood of for any failure to discover any such losses error or damages was known by the Fundomission.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC, shall not be liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. 14. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 (whether contained anywhere in Sections 14-16 or otherwise) to the contrary, the Fund hereby acknowledges and agrees that (i) PFPC, in the course of reporting portfolio performance hereunder, may rely upon PFPC's interpretation of relevant circumstances (as determined by PFPC) in determining methods of calculating portfolio performance to be used, and that (ii) PFPC shall not be liable for losses or damages of any kind associated with such reliance except to the extent such loss or damage is substantially due to PFPC's gross negligence or willful misconduct. (d) Notwithstanding anything in this Agreement to the contrary, neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesaffiliates . (de) No party may assert a cause of action against PFPC 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. (f) Each party shall have a duty to mitigate damages for which the other party may become responsible. (g) The provisions of this Section 13 shall survive termination of this Agreement. (i) Notwithstanding anything in this Agreement to the contrary, PFPC shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund shall not be liable to PFPC nor its affiliates or for any consequential, special failure to discover any such error or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundomission.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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, (i) neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesaffiliates and (ii) PFPC'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 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 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. (g) Notwithstanding anything in this Agreement to the contrary, PFPC shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund shall not be liable to PFPC nor its affiliates or for any consequential, special failure to discover any such error or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundomission.

Responsibility of PFPC. (a) PFPC 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 in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties.to (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 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 or any Portfolio may incur or suffer by or as a consequence of PFPC's or its any affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages agrees to indemnify and hold harmless the Fund from Losses arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's ’s willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC'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 or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund PHLVIC, any Account or any Subaccount except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for and indemnify and hold harmless PHLVIC and its affiliates from any damages Damages arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's ’s willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above. The parties recognize and agree that pricing errors that are the result of incomplete, untimely or obligation to inquire into inaccurate data supplied by an outside source or the transfer agent are beyond the control of PFPC and (ii) PFPC shall not be liable for (A) the thy 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates party shall be liable to the Fund other, or any Account or to any Subaccount for any consequential, special or indirect losses or damages which the Fund such party, any Account or any Subaccount may incur or suffer by or as a consequence of PFPC's the other party’s or its affiliates' performance of the services provided hereunder, whether or not the likelihood of any such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's party’s affiliate’s performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.other party or its affiliates

Responsibility of PFPC. (a) 13.1 PFPC shall be under no duty to take any action hereunder on behalf of the Trust or any Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Trust in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's ’s willful misfeasance, bad faith, negligence or reckless disregard of such duties. 13.2 Notwithstanding anything in this Agreement to the contrary, (bi) Without limiting the generality PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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) 13.3 Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliatesaffiliates and (ii) PFPC’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 lesser of $1,000,000 or the fees received by PFPC for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) Notwithstanding anything in this Agreement 13.4 No party may assert a cause of action against PFPC or any of its affiliates that allegedly occurred more than 12 months immediately prior to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance filing of the services provided hereundersuit (or, whether or not if applicable, commencement of arbitration proceedings) alleging such cause of action. 13.5 Each party shall have a duty to mitigate damages for which the likelihood other party may become responsible. 13.6 The provisions of such losses or damages was known by the Fundthis Section 13 shall survive termination of this Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its it best efforts efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC, shall not be liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC PFPC, in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable responsible for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise arising out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) its duties and obligations under this Agreement. Notwithstanding the foregoing, PFPC shall not be responsible for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and provided further that PFPC shall only be responsible for that portion of losses or damages suffered by the Fund that are attributable to PFPC's failure to act in accordance with the standard of care stated herein. Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC shall not be PFPC, in connection with its duties under any duty or obligation to inquire into and this Agreement, shall not be liable for (Aa) 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 reasonably believes to be genuine; or (Bb) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC's PFPC`s control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, flood or 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 nor its affiliates shall be liable have no liability to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the FundPFPC.

Responsibility of PFPC. (a) PFPC 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 in writing. PFPC 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 efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be under any duty or obligation to inquire into and liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 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 or any Portfolio may incur or suffer by or as a consequence of PFPC's or its any affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund Trust or any Series except as specifically set forth herein or as may be specifically agreed to by PFPC and the Trust in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such dutiesduties or any material breach by PFPC of this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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, (i) neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) The provisions of this Section 13 shall survive termination of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, the Fund PFPC shall not be liable to PFPC nor its affiliates have no liability either for any consequential, special error or indirect losses or damages which PFPC or omission of any of its affiliates may incur or suffer by or predecessors as a consequence of PFPC's performance servicer on behalf of the services provided hereunder, whether Trust or not the likelihood of for any failure to discover any such losses error or damages was known by the Fundomission.

Responsibility of PFPC. (a) PFPC 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 and the Fund in writinga written amendment hereto. PFPC 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 in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC 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's control, provided that PFPC has acted in accordance with the standard set forth in Section 14(a) above; and (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to No party may assert a cause of action hereunder against any party hereto more than 12 months after the contrary, date on which the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood asserting became aware of such losses or cause of action. (e) Each party shall have a duty to mitigate damages was known by for which the Fundother party may become responsible.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund Trust except as specifically set forth herein or as may be specifically agreed to by PFPC and the Trust in writinga written amendment hereto. PFPC 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 to ensure accuracy and completeness in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such dutiesduties or any material breach by PFPC of this Agreement. (b) Without limiting Notwithstanding anything in this Agreement to the generality contrary, (i) PFPC 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 (ii) PFPC 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 reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC'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 nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunderdamages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) The provisions of this Agreement to the contrary, the Fund Section 13 shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence survive termination of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of the Fund Company except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. In the performance of its duties hereunder, PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder, and to act in good faith and to use its best efforts within reasonable limits in performing services provided for under this Agreement. , but PFPC shall not be liable for any damages arising out act or omission which does not constitute willful misfeasance, bad faith or gross negligence on the part of PFPC's failure to perform PFPC or reckless disregard of its duties under this Agreement Agreement. Notwithstanding the foregoing, PFPC shall not be responsible for losses or damages beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and provided further, that PFPC shall only be responsible for that portion of losses or damages suffered by the Company attributable to the extent such damages arise out gross negligence of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) . Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC in connection with its duties under this Agreement shall not be under any duty or obligation to inquire into and shall not be under any duty or obligation to inquire into and shall not be liable for or in respect of (Aa) 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 reasonably believes to be genuine; or (Bb) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, floodmechanical breakdown (except as provided in Paragraph 9), flood or 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 nor and its affiliates shall be liable have no liability to the Fund 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's or its affiliates' affiliates performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement . PFPC shall to be held responsible by the Company for any losses or damages, incurred prior to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence effective date of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fundthis Agreement.