Common use of Responsibility of PFPC Clause in Contracts

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Trust except as specifically set forth herein or as may be specifically agreed to by PFPC and the Trust in a written amendment hereto. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith 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’ 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.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Trust except as specifically set forth herein or as may be specifically agreed to by PFPC and the Trust in a written amendment hereto. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith 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’ ' 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 's or its affiliates own willful misfeasance, bad faith, gross negligence or reckless disregard of such duties and obligations under this Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty hereunder to take any action hereunder on behalf of the Trust any Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC and the Trust a Fund in a written amendment hereto. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith 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’ material and uncured breach of this Agreement, ’s willful misfeasance, bad faith, gross negligence or reckless disregard of such duties; provided , 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 a finding to bad faith, willful misfeasance or gross negligence in 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 performance or disregard of PFPC’s duties or its affiliates own willful misfeasance, bad faith, gross negligence or reckless disregard of such duties and obligations under this Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty hereunder to take any action hereunder on behalf of the Trust any Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC and the Trust a Fund in a written amendment hereto. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith 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’ material and uncured breach of this Agreement, 's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties; provided , 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 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, willful misfeasance or gross negligence in the performance or reckless disregard of such PFPC's duties and or obligations under this Agreement.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action hereunder on behalf of the Trust Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Trust in a written amendment heretowriting. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder and hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. 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’ material and uncured breach of this Agreement, '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 absence standard of a finding care set forth above; and (ii) PFPC shall not be under any duty or obligation 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.inquire into and