Common use of Responsibility of the Administrator Clause in Contracts

Responsibility of the Administrator. (a) The Administrator 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 the Administrator and the Fund in a written amendment hereto. The Administrator 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. The Administrator shall be liable only for any damages arising out of the Administrator’s failure to perform its duties under this Agreement to the extent such damages arise out of the Administrator’s willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Notwithstanding anything in this Agreement to the contrary, (i) the Administrator shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) the Administrator shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information which the Administrator reasonably believes to be genuine. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC nor its affiliates shall be liable for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Any claims (including the filing of suit or, if applicable, commencement of arbitration proceedings) must be asserted by a party against the other party or any of its affiliates within 24 months after it became aware of the claim or such party’s Board of Directors 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 the other party may become responsible. (f) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of the Administrator. (a) The Administrator shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by the Administrator and the Fund in a written amendment heretowriting. The Administrator 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. The Administrator shall be liable only for any damages agrees to indemnify and hold harmless the Fund from Losses arising out of the Administrator’s failure to perform its duties under this Agreement to the extent such damages arise out of the Administrator’s willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Notwithstanding anything in Without limiting the generality of the foregoing or of any other provision of this Agreement to the contraryAgreement, (i) the Administrator shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances losses beyond its reasonable control, including without limitation acts provided that the Administrator has acted in accordance with the standard 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 partycare set forth above; and (ii) the Administrator 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, or truthfulness or accuracy or lack thereof, thereof of any instructionOral Instruction or Written Instruction, direction, notice, instrument notice or other information instrument which conforms to the applicable requirements of this Agreement and which the Administrator reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond the Administrator’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 the Administrator nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damagesdamages which the Fund may incur or suffer by or as a consequence of the Administrator’s or its affiliates’ performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC the Administrator or its affiliates. (d) Any claims (including the filing of suit or, if applicable, commencement of arbitration proceedings) must be asserted by a party against the other party or any of its affiliates within 24 months after it became aware of the claim or such party’s Board of Directors 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 the other party may become responsible. (f) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of the Administrator. (a) The Administrator shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio Series except as specifically set forth herein or as may be specifically agreed to by the Administrator and the Fund in a written amendment heretowriting. The Administrator 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. The Administrator shall be liable only for any damages arising out of the Administrator’s 's failure to perform its duties under this Agreement to the extent such damages arise out of the Administrator’s 's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Notwithstanding anything in Without limiting the generality of the foregoing or of any other provision of this Agreement to the contraryAgreement, (i) the Administrator Agreement shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances losses beyond its reasonable control, including without limitation acts provided that the Administrator has acted in accordance with the standard 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 partycare set forth above; and (ii) the Administrator shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity of invalidity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, thereof of any oral instruction or written instruction, direction, notice, instrument notice or other information instrument which conforms to the applicable requirements of this Agreement, and which the Administrator reasonably believes to be genuine; or (B) delays or errors or loss of data occurring by reason of circumstances beyond the Administrator'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 the Administrator not its affiliates shall be liable to the Fund or to any Series for any consequential, special or indirect losses or damagesdamages which the Fund or any Series may incur or suffer by or as a consequence of the Administrator's or any affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC the Administrator or its affiliates. (d) Any claims (including the filing of suit or, if applicable, commencement of arbitration proceedings) must be asserted by a party against the other party or any of its affiliates within 24 months after it became aware of the claim or such party’s Board of Directors 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 the other party may become responsible. (f) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of the Administrator. (a) The Administrator shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein including actions taken pursuant to Oral Instructions, Written Instructions or as may be specifically agreed to by the Administrator and the Fund in a written amendment heretowriting and signed by the Administrator. The Administrator shall be obligated to exercise care and diligence in the performance of its duties hereunder hereunder, including duties set forth in any schedules to this Agreement and to act in good faith in performing services provided for under this Agreement. The Administrator shall be liable only for any damages arising out of the Administrator’s failure to perform its duties under this Agreement to the extent such damages arise out of the Administrator’s willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Notwithstanding anything in this Agreement to the contrary, (i) the Administrator 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 partyparty caused by any of the foregoing; provided that the Administrator has used reasonable efforts to minimize the impact of any of the foregoing on its ability to fully perform its obligations hereunder; and (ii) the Administrator shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information which the Administrator reasonably believes to be genuine. (c) Notwithstanding anything in this Agreement (whether contained anywhere in Sections 14-16 or otherwise) to the contrary, neither PFPC nor the Fund hereby acknowledges and agrees that (i) the Administrator, in the course of calculating and reporting portfolio performance hereunder, may rely upon the Administrator's good faith interpretation of tax positions or its good faith interpretation of relevant circumstances (as reasonably determined by the Administrator) in providing such tax services and in determining methods of calculating portfolio performance to be used, and that (ii) the Administrator 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 the Administrator'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 Fund hereby acknowledges and agrees that the Administrator shall not be liable for any losses or damages of any kind associated with any tax filings with which the Administrator has assisted in any way except to the extent such loss or damage is due to the Administrator's gross negligence or willful misconduct; provided, however, that the Administrator 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 the Administrator (or similar service providers) and which, as of the date hereof, have yet to be identified by such parties as areas for which the Administrator (or any similar service provider) is (or would be) responsible. (e) Notwithstanding anything in this Agreement to the contrary, (i) no party or their affiliates shall be liable for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by PFPC them or its their affiliates. (d) Any claims (including the filing of suit or, if applicable, commencement of arbitration proceedings) must be asserted by a party against the other party or any of its affiliates within 24 months after it became aware of the claim or such party’s Board of Directors is informed of specific facts that should have alerted it that a basis for such a claim might exist. (ef) Each party shall have a duty to use commercially reasonable efforts to mitigate damages for which the other party may become responsible. (fg) The provisions of this Section 14 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, the Administrator shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.