Common use of Standard of Care and Limitation of Liability Clause in Contracts

Standard of Care and Limitation of Liability. The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable to the services provided hereunder, and will exercise reasonable care in the performance of its duties under this Agreement. The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to each Trust and Portfolio for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Trust or Portfolio arising out of the Bank’s own negligence, bad faith or willful misconduct or that of its employees, or its breach of any of its representations. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agents, and (ii) have been prepared, maintained or performed by a Trust or any authorized personnel on behalf of such Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructions. (c) The offer or sale of Shares by or for a Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state.

Standard of Care and Limitation of Liability. (a) The Bank agrees that it Sub-adviser shall perform its duties hereunder act in accordance with legal good faith and regulatory requirements applicable to use reasonable skill and care in rendering the services provided hereunder, and will exercise reasonable care in the performance of its duties by it under this Sub-advisory Agreement. . (b) The Bank shall have no responsibility and Sub-adviser shall not be liable for any Losseserror of judgment or mistake of law or for any loss suffered by each Fund or the holders of each such Fund’s shares in connection with the matters to which this Sub-advisory Agreement relate, except provided that the Bank nothing in this Sub-advisory Agreement shall be liable deemed to protect or purport to protect the Sub-adviser against any liability to each Trust and Portfolio for any costs, expenses, damages, liabilities Fund or claims (including attorneys’ and accountants’ fees) incurred to holders of each such Fund’s shares to which the Sub-adviser would otherwise be subject by or asserted against a Trust or Portfolio arising out reason of the Bank’s own negligencewillful misfeasance, bad faith or willful misconduct or that negligence on its part in the performance of its employees, or its breach of any of its representations. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agents, and (ii) have been prepared, maintained or performed by a Trust or any authorized personnel on behalf of such Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsduties. (c) As used in this Section 6, the term “Sub-adviser” shall include any officers, directors, partners, employees or other affiliates of the Sub-adviser performing services for each Fund as contemplated by this Sub-advisory Agreement. (d) Subject to provisions (f) to (h) below, the Sub-Adviser accepts responsibility for loss to the Manager to the extent that such loss is due to the negligence, wilful default or fraud of the Sub-adviser. (e) The offer Sub-Adviser will not otherwise be liable for any loss to the Manager, save where otherwise required by law. (f) In no event will the Sub-Adviser be liable for: (i) loss or sale of Shares by or for a Trust in violation damage of any requirement under kind to any extent which arises from circumstances which are special to the federal securities laws Manager and not in the ordinary course of business whether or regulations, not the circumstances were known to the Sub-Adviser either at the time this Sub-advisory Agreement was entered into or later; (ii) loss of opportunity to enter into a contract or agreement with any third party; (iii) loss of business contracts or the securities laws benefit of such contracts; or regulations (iv) loss of goodwill or reputation. (g) The Sub-Adviser will not be responsible to the Manager for the solvency, actions or omissions of any state counterparty, broker, dealer, market-maker, bank, custodian, sub-custodian, with whom it transacts business on the Manager’s behalf, provided that the Sub-Adviser shall have selected such Shares be registered party in such stategood faith, utilizing commercially reasonable due diligence procedures. (h) No warranty or undertaking is given by the Sub-Adviser as to the performance or profitability of each Fund or that the investment objectives stated in Prospectus, Statement of Additional Information or any violation other applicable document will be successfully achieved. It is acknowledged and agreed by the Manager that achieving or exceeding returns relative to any benchmark stated in this Sub-Advisory Agreement, each Fund’s Prospectus, Statement of Additional Information or any stop order other applicable document is a target only and that the Sub-Adviser shall not be liable for any failure to meet or other determination or ruling by to outperform such benchmark(s). However, the foregoing shall not diminish any federal agency, or by any state with respect to of the offer or sale of Shares Sub-Adviser’s duties and obligations set out in such statethis Sub-Advisory Agreement.

Standard of Care and Limitation of Liability. The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable to the services provided hereunder, and will exercise reasonable care in the performance of its duties under this Agreement. The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to each the Trust and Portfolio for any costsdirect money damages caused by its own fraud, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Trust or Portfolio arising out of the Bank’s own negligence, bad faith or willful misconduct or that of its employees, agents or its breach attorneys-in-fact. The Bank’s aggregate liability hereunder shall not exceed the total fees paid to BNY Mellon for Fund Administration and Accounting services by or on behalf of any of its representationsthe Trust during the twelve (12) month period preceding the event on which such claim is based. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto the Bank be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents documents, or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained maintained, or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or instructions or requests on behalf of the Trust. (c) The offer or sale of Shares by or for a the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state.

Standard of Care and Limitation of Liability. (a) The Bank agrees that it Sub-adviser shall perform its duties hereunder act in accordance with legal good faith and regulatory requirements applicable to use reasonable skill and care in rendering the services provided hereunder, and will exercise reasonable care in the performance of its duties by it under this Sub-advisory Agreement. . (b) The Bank shall have no responsibility and Sub-adviser shall not be liable for any Losseserror of judgment or mistake of law or for any loss suffered by each Fund or the holders of each such Fund’s shares in connection with the matters to which this Sub-advisory Agreement relate, except provided that the Bank nothing in this Sub-advisory Agreement shall be liable deemed to protect or purport to protect the Sub-adviser against any liability to each Trust and Portfolio for any costs, expenses, damages, liabilities Fund or claims (including attorneys’ and accountants’ fees) incurred to holders of each such Fund’s shares to which the Sub-adviser would otherwise be subject by or asserted against a Trust or Portfolio arising out reason of the Bank’s own negligencewillful misfeasance, bad faith or willful misconduct or that negligence on its part in the performance of its employees, or its breach of any of its representations. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agents, and (ii) have been prepared, maintained or performed by a Trust or any authorized personnel on behalf of such Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsduties. (c) As used in this Section 6, the term “Sub-adviser” shall include any officers, directors, partners, employees or other affiliates of the Sub-adviser performing services for each Fund as contemplated by this Sub-advisory Agreement. (d) Subject to provisions (f) to (h) below, the Sub-adviser accepts responsibility for loss to the Manager to the extent that such loss is due to the negligence, willful default or fraud of the Sub-adviser. (e) The offer Sub-adviser will not otherwise be liable for any loss to the Manager, save where otherwise required by law. (f) In no event will the Sub-adviser be liable for: (i) loss or sale of Shares by or for a Trust in violation damage of any requirement under kind to any extent which arises from circumstances which are special to the federal securities laws Manager and not in the ordinary course of business whether or regulations, not the circumstances were known to the Sub-adviser either at the time this Sub-advisory Agreement was entered into or later; (ii) loss of opportunity to enter into a contract or agreement with any third party; (iii) loss of business contracts or the securities laws benefit of such contracts; or regulations (iv) loss of goodwill or reputation. (g) The Sub-adviser will not be responsible to the Manager for the solvency, actions or omissions of any state counterparty, broker, dealer, market-maker, bank, custodian, sub-custodian, with whom it transacts business on the Manager’s behalf, provided that the Sub-adviser shall have selected such Shares be registered party in such stategood faith, utilizing commercially reasonable due diligence procedures. (h) No warranty or undertaking is given by the Sub-adviser as to the performance or profitability of each Fund or that the investment objectives stated in Prospectus, Statement of Additional Information or any violation other applicable document will be successfully achieved. It is acknowledged and agreed by the Manager that achieving or exceeding returns relative to any benchmark stated in this Sub-advisory Agreement, each Fund’s Prospectus, Statement of Additional Information or any stop order other applicable document is a target only and that the Sub-adviser shall not be liable for any failure to meet or other determination or ruling by to outperform such benchmark(s). However, the foregoing shall not diminish any federal agency, or by any state with respect to of the offer or sale of Shares Sub-adviser’s duties and obligations set out in such statethis Sub-advisory Agreement.

Standard of Care and Limitation of Liability. 6.1 The Bank agrees that it shall perform act in good faith, reasonable care, diligence and prudence in carrying out its duties hereunder in accordance with legal and regulatory requirements applicable to obligations set forth herein as a professional transfer agent would exercise under the services provided hereunder, facts and will exercise reasonable care in the performance of its duties under this Agreementcircumstances. The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to each the Trust and Portfolio for any costs, expenses, damages, liabilities all Losses sustained or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a the Trust or Portfolio arising out of caused by the Bank’s own negligence, bad faith or willful misconduct or that of its employees, ; its reckless disregard of its obligations under this Agreement; or its breach of any of its representationsrepresentations under this Agreement. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto the Bank be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents documents, data or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or instructions or requests on behalf of the Trust by the Trust’s agents. (c) The offer or sale of Shares by or for a the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state.

Standard of Care and Limitation of Liability. The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable to the services provided hereunder, and will exercise reasonable care in the performance of its duties under this Agreement. The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to each the Trust and Portfolio for any costsdirect money damages caused by its own bad faith, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Trust or Portfolio arising out of the Bank’s own negligence, bad faith or willful misconduct or reckless disregard of its duties hereunder or that of its employees, affiliated agents or sub-contractors, or its breach of any of its representations. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, representations and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Articlewarranties. In no event shall a party hereto the Bank or the Trust be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard bad faith, negligence, willful misconduct or carereckless disregard: (a) The conclusive reliance in good faith on or use by the Bank or its agents or subcontractors of information, records, documents or services which that (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar, except where such other person or firm is the Bank or an affiliate or agent of the Bank. (b) The conclusive reliance in good faith on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or instructions or requests on behalf of the Trust. (c) The offer or sale of Shares by or for a the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such statestate (except to the extent that such violation resulted directly from the Bank’s failure to comply with the instructions of the Trust or the Trust’s administrator identifying the states and countries where the Shares of the Fund are registered or exempt).

Standard of Care and Limitation of Liability. The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable In performing the services to be provided to the services provided hereunder, and will exercise reasonable care in the performance of its duties under Trust pursuant to this Agreement, the Bank shall exercise the standard of care, skill and diligence that a professional provider of transfer agent services would observe in these affairs (the “Standard of Care”). The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to each the Trust and Portfolio each Fund for any direct costs, expenses, damages, liabilities liabilities, or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Trust or Portfolio Fund arising out of the Bank’s own negligence, bad faith faith, or willful misconduct or that of its employees, or its breach of any of its representationsmisconduct. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For Provided the Bank has acted in a accordance with the Standard of Care, for purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard Standard or careCare: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or instructions or requests on behalf of the Trust. (c) The offer or sale of Shares by or for a the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state. (d) Notwithstanding the foregoing or any other provision in this Agreement or applicable law to the contrary, Bank and the Trust agree that to the extent that Bank or any Bank affiliate would otherwise be liable hereunder to the Trust for losses, costs, damages, expenses and liabilities under this Agreement, the recovery of which is not excluded by another provision of this Agreement, in no event shall Bank’s and any such Bank affiliate’s total maximum aggregate liability under this Agreement, whether based on a claim in contract or in tort, law or equity, for any reason and upon any cause of action whatsoever, exceed one (1) year’s fees (based on the fees paid by the Trust for the services provided pursuant to this Agreement during the preceding 12 month period).

Standard of Care and Limitation of Liability. 6.1 The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable to the services provided hereunder, and will exercise reasonable 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 Bank shall have be under no responsibility 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 the Bank and shall not be liable for any Lossesthe Trust in a written amendment hereto. Subject to Section 6.2 below, except that the Bank shall be liable to each Trust and Portfolio only for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Trust or Portfolio damages arising out of the Bank’s own negligencefailure to perform its duties under this Agreement to the extent such damages arise out of the Bank’s willful misfeasance, bad faith faith, negligence or willful misconduct or that reckless disregard of its employees, or its breach of any of its representationssuch duties. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto the Bank be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents documents, data or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or instructions or requests on behalf of the Trust by the Trust’s agents. (c) The offer or sale of Shares by or for a the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state. 6.2 The Bank’s cumulative aggregate liability to the Trust, the Funds or any other person 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 $4,000,000 or the fees received by the Bank for services provided hereunder during the 24 months immediately prior to the date of such loss or damage. No party may assert a cause of action against the Bank or any affiliate of the Bank 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.

Standard of Care and Limitation of Liability. The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable to the services provided hereunder, and will exercise reasonable care in the performance 6.1 In performing all of its duties under this Agreement. The and obligations hereunder, the Bank shall have no responsibility use the reasonable care and diligence that a professional service provider would observe in these affairs. Except as otherwise provided herein, the Bank shall not be liable for any Losses, except that the Bank shall be liable to each Trust and Portfolio for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Trust or Portfolio the Trust, except those Losses arising out of the Bank’s own negligence, bad faith or willful misconduct or that of its employees, or its breach of any of its representations. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Articlemisconduct. In no event shall a party hereto the Bank be liable to the Trust or any third party for special, indirect or consequential damages, regardless or lost profits or loss of business, arising in connection with this Agreement. The Bank shall not be liable for any Losses, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Trust, unless such Losses arise out of the form negligence, bad faith or willful misconduct of action the Bank, nor shall the Bank be liable for any Losses for delays caused by circumstances beyond the reasonable control of the Bank or any agent of the Bank and even if which adversely affect the same were foreseeable. performance by the Bank of its obligations and duties hereunder or by any other agent of the Bank, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. 6.2 For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, or documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentsthe Trust, and (ii) have been prepared, maintained or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of or on behalf of the Trust provided that such instructions or requests are actually received by the Bank and reasonably believed by the Bank to be duly authorized and delivered. (c) The offer or sale of Shares by or for a Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state.

Standard of Care and Limitation of Liability. The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable In performing the services to be provided to the services provided hereunderTrust pursuant to this Agreement, and will the Bank shall exercise reasonable care and diligence in the performance of its duties under this Agreementdelivering such services. The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to each the Trust and Portfolio for any coststhose direct money damages caused by its own fraud, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Trust or Portfolio arising out of the Bank’s own negligence, bad faith or willful misconduct or that of its employees, its reckless disregard of its obligations under this Agreement; or its breach of any of its representationsrepresentations under this Agreement. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto the Bank or the Trust be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s 's standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or instructions or requests on behalf of the Trust including, without limitation, instructions of the Distributor. (c) The offer or sale of Shares by or for a the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state.

Standard of Care and Limitation of Liability. The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable to the services provided hereunder, and will exercise reasonable care in the performance of its duties under this Agreement. The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to each the Trust and Portfolio for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Trust or Portfolio damages arising out of the Bank’s its (or its employees’) performance of or failure to perform its duties under this Agreement and determined by an arbiter of competent jurisdiction to have been caused by or arising out of its (i) own negligence, bad faith faith, willful misfeasance or willful misconduct or that reckless disregard of its employees, or its duties hereunder; (ii) material breach of this Agreement or, any of its representationsrepresentations or (iii) violation of law, regulations or requirements, applicable to BNY Mellon of any governmental authority having jurisdiction over the Bank. The parties agree that any encoding or payment processing errors Notwithstanding the foregoing, the Bank shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto be liable to the Trust for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or careLosses solely attributable to: (a) The conclusive good faith reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive good faith reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or instructions or requests on behalf of the Trust received from Authorized Persons (as that term is defined below). (c) The offer or sale of Shares by or for a the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state.

Standard of Care and Limitation of Liability. (a) The Bank agrees that it Sub-adviser shall perform its duties hereunder act in accordance with legal good faith and regulatory requirements applicable to use reasonable skill and care in rendering the services provided hereunder, and will exercise reasonable care in the performance of its duties by it under this Sub-advisory Agreement. . (b) The Bank shall have no responsibility and Sub-adviser shall not be liable for any Losseserror of judgment or mistake of law or for any loss suffered by the Fund or the holders of such Fund’s shares in connection with the matters to which this Sub-advisory Agreement relate, except provided that the Bank nothing in this Sub-advisory Agreement shall be liable deemed to each Trust and Portfolio for protect or purport to protect the Sub-adviser against any costs, expenses, damages, liabilities liability to the Fund or claims (including attorneys’ and accountants’ fees) incurred to holders of such Fund’s shares to which the Sub-adviser would otherwise be subject by or asserted against a Trust or Portfolio arising out reason of the Bank’s own negligencewillful misfeasance, bad faith or willful misconduct or that negligence on its part in the performance of its employees, or its breach of any of its representations. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agents, and (ii) have been prepared, maintained or performed by a Trust or any authorized personnel on behalf of such Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsduties. (c) As used in this Section 6, the term “Sub-adviser” shall include any officers, directors, partners, employees or other affiliates of the Sub-adviser performing services for the Fund as contemplated by this Sub-advisory Agreement. (d) Subject to provisions (f) to (h) below, the Sub-adviser accepts responsibility for loss to the Manager to the extent that such loss is due to the negligence, willful default or fraud of the Sub-adviser. (e) The offer Sub-adviser will not otherwise be liable for any loss to the Manager, save where otherwise required by law. (f) In no event will the Sub-Adviser be liable for: (i) loss or sale of Shares by or for a Trust in violation damage of any requirement under kind to any extent which arises from circumstances which are special to the federal securities laws Manager and not in the ordinary course of business whether or regulations, not the circumstances were known to the Sub-Adviser either at the time of this Sub-Advisory Agreement was entered into or later; (ii) loss of opportunity to enter into a contract or agreement with any third party; (iii) loss of business contracts or the securities laws benefit of such contracts; or regulations (iv) loss of goodwill or reputation. (g) The Sub-adviser will not be responsible to the Manager for the solvency, actions or omissions of any state counterparty, broker, dealer, market-maker, bank, custodian, sub-custodian, with whom it transacts business on the Manager’s behalf, provided that the Sub-adviser shall have selected such Shares be registered party in such stategood faith, utilizing commercially reasonable due diligence procedures. (h) No warranty or undertaking is given by the Sub-adviser as to the performance or profitability of the Fund or that the investment objectives stated in Prospectus, Statement of Additional Information or any violation other applicable document will be successfully achieved. It is acknowledged and agreed by the Manager that achieving or exceeding returns relative to any benchmark stated in this Sub-advisory Agreement, the Fund’s Prospectus, Statement of Additional Information or any stop order other applicable document is a target only and that the Sub- adviser shall not be liable for any failure to meet or other determination or ruling by to outperform such benchmark(s). However, the foregoing shall not diminish any federal agency, or by any state with respect to of the offer or sale of Shares Sub-adviser’s duties and obligations set out in such statethis Sub-advisory Agreement.

Standard of Care and Limitation of Liability. The Bank agrees that it shall perform act in good faith, with reasonable care, diligence and prudence in carrying out its duties hereunder in accordance with legal and regulatory requirements applicable to obligations set forth herein as a professional transfer agent would exercise under the services provided hereunder, facts and will exercise reasonable care in the performance of its duties under this Agreementcircumstances. The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to each the Trust and Portfolio for any costs, expenses, damages, liabilities all Losses sustained or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a the Trust or Portfolio arising out of caused by the Bank’s own negligence, bad faith or willful misconduct or that of its employees, ; its reckless disregard of its obligations under this Agreement; or its breach of any of its representationsrepresentations under this Agreement. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this ArticleSection. In no event shall a party hereto the Bank be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents documents, data or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or instructions or requests on behalf of the Trust by the Trust’s agents. (c) The offer or sale of Shares by or for a the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state.

Standard of Care and Limitation of Liability. (a) The Bank agrees that it Sub-adviser shall perform its duties hereunder act in accordance with legal good faith and regulatory requirements applicable to use reasonable skill and care in rendering the services provided hereunder, and will exercise reasonable care in the performance of its duties by it under this Sub-advisory Agreement. . (b) The Bank shall have no responsibility and Sub-adviser shall not be liable for any Losseserror of judgment or mistake of law or for any loss suffered by the Fund or the holders of such Fund's shares in connection with the matters to which this Sub-advisory Agreement relate, except provided that the Bank nothing in this Sub-advisory Agreement shall be liable deemed to each Trust and Portfolio for protect or purport to protect the Sub-adviser against any costs, expenses, damages, liabilities liability to the Fund or claims (including attorneys’ and accountants’ fees) incurred to holders of such Fund's shares to which the Sub-adviser would otherwise be subject by or asserted against a Trust or Portfolio arising out reason of the Bank’s own negligencewillful misfeasance, bad faith or willful misconduct or that negligence on its part in the performance of its employees, or its breach of any of its representations. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agents, and (ii) have been prepared, maintained or performed by a Trust or any authorized personnel on behalf of such Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsduties. (c) As used in this Section 6, the term "Sub-adviser" shall include any officers, directors, partners, employees or other affiliates of the Sub-adviser performing services for the Fund as contemplated by this Sub-advisory Agreement. (d) Subject to provisions (f) to (h) below, the Sub-adviser accepts responsibility for loss to the Manager to the extent that such loss is due to the negligence, willful default or fraud of the Sub-adviser. (e) The offer Sub-adviser will not otherwise be liable for any loss to the Manager, save where otherwise required by law. (f) In no event will the Sub-Adviser be liable for: (i) loss or sale of Shares by or for a Trust in violation damage of any requirement under kind to any extent which arises from circumstances which are special to the federal securities laws Manager and not in the ordinary course of business whether or regulations, not the circumstances were known to the Sub-Adviser either at the time of this Sub-Advisory Agreement was entered into or later; (ii) loss of opportunity to enter into a contract or agreement with any third party; (iii) loss of business contracts or the securities laws benefit of such contracts; or regulations (iv) loss of goodwill or reputation. (g) The Sub-adviser will not be responsible to the Manager for the solvency, actions or omissions of any state counterparty, broker, dealer, market-maker, bank, custodian, sub-custodian, with whom it transacts business on the Manager's behalf, provided that the Sub-adviser shall have selected such Shares be registered party in such stategood faith, utilizing commercially reasonable due diligence procedures. (h) No warranty or undertaking is given by the Sub-adviser as to the performance or profitability of the Fund or that the investment objectives stated in Prospectus, Statement of Additional Information or any violation other applicable document will be successfully achieved. It is acknowledged and agreed by the Manager that achieving or exceeding returns relative to any benchmark stated in this Sub-advisory Agreement, the Fund's Prospectus, Statement of Additional Information or any stop order other applicable document is a target only and that the Sub- adviser shall not be liable for any failure to meet or other determination or ruling by to outperform such benchmark(s). However, the foregoing shall not diminish any federal agency, or by any state with respect to of the offer or sale of Shares Sub-adviser's duties and obligations set out in such statethis Sub-advisory Agreement.

Standard of Care and Limitation of Liability. The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable to the services provided hereunder, and will exercise reasonable care in the performance of 6.1 In performing its duties under this Agreement, the Bank shall exercise the standard of care, skill and diligence that a professional provider of transfer agent services would observe in these affairs. The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall subject to Section 6(e) below, be liable to USCF, each Trust and Portfolio each Fund for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred direct money damages caused by or asserted against a Trust or Portfolio arising out of the Bank’s its own negligence, bad faith or willful misconduct or that of its employees, or its breach of any of its representations. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto the Bank be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained or performed by a Trust USCF, each Trust, each Fund or any authorized personnel other person or firm on behalf of such USCF, each Trust and each Fund including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of USCF, each Trust or each Fund or instructions or requests on behalf of each Trust or each Fund. (c) The offer or sale of Shares by or for a Trust the Funds in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state. (d) Notwithstanding any other provision contained in this Agreement or applicable law to the contrary, Bank’s or Bank’s affiliates maximum aggregate liability under this Agreement, Participation Agreement or any documents executed pursuant hereto or in connection herewith or imposed by applicable law for any reason and upon any cause of action, shall not exceed (i) the total amount of fees paid by the applicable Fund or USCF, as applicable, during the twelve (12) calendar month period immediately preceding the event giving rise to such liability occurred; or (ii) if such event occurs prior to the completion of the twelve (12) calendar month period following the Effective Date, the average monthly amount of total fees paid during the full calendar months subsequent to the Effective Date multiplied by twelve (12). This limitation applies to all liabilities in the aggregate; provided, however, that such limitation shall not be applicable to any act of Bank or a Bank affiliate involving fraud.

Standard of Care and Limitation of Liability. 6.1 The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable to the services provided hereunder, and will exercise reasonable care and diligence in the performance carrying out all of its duties and obligations under this Agreement. The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to each the Trust and Portfolio for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred direct money damages caused by or asserted against a Trust or Portfolio arising out of the Bank’s its own gross negligence, bad faith or faith, willful misconduct misfeasance, reckless disregard of its duties hereunder or that of its employees, or its breach of any of its representations. The parties agree that any encoding representation or payment processing errors shall be governed by this standard of care, and not Section 4-209 warranty of the Uniform Commercial Code which shall be superseded by Bank contained in this ArticleAgreement. In no event shall a party hereto will the Bank be liable for specialfor: (a) Special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care:. (ab) The conclusive good faith reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar. (bc) The conclusive good faith reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or instructions or requests on behalf of the Trust. (cd) The offer or sale of Shares by or for a the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state. 6.2 In no event will the Trust or any Fund be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. 6.3 The Bank agrees that, pursuant to Section 3804(a) of the Delaware Statutory Trust Act, the liabilities of each Fund shall be limited such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing and relating to this Agreement with respect to a particular Fund shall be enforceable against the assets of that particular Fund only, and not against the assets of the Trust generally or the assets of any other Fund and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for, other otherwise existing and relating to this Agreement with respect to the Trust generally and any other Fund shall be enforceable against the assets of that particular Fund. 6.4 It is expressly acknowledged and agreed that the obligations of each Fund hereunder shall not be binding upon any shareholder, Sponsor, officer, employee or agent of such Fund, personally. This Agreement has been duly authorized, executed and delivered by each Fund and neither such authorization nor such execution and delivery shall be deemed to have been made by any of them individually or to impose any liability on any of them personally.

Standard of Care and Limitation of Liability. (a) The Bank agrees that it Sub-adviser shall perform its duties hereunder act in accordance with legal good faith and regulatory requirements applicable to use reasonable skill and care in rendering the services provided hereunder, and will exercise reasonable care in the performance of its duties by it under this Sub-advisory Agreement. . (b) The Bank shall have no responsibility and Sub-adviser shall not be liable for any Losseserror of judgment or mistake of law or for any loss suffered by the Fund or the holders of such Fund's shares in connection with the matters to which this Sub-advisory Agreement relate, except provided that the Bank nothing in this Sub-advisory Agreement shall be liable deemed to each Trust and Portfolio for protect or purport to protect the Sub-adviser against any costs, expenses, damages, liabilities liability to the Fund or claims (including attorneys’ and accountants’ fees) incurred to holders of such Fund's shares to which the Sub-adviser would otherwise be subject by or asserted against a Trust or Portfolio arising out reason of the Bank’s own negligencewillful misfeasance, bad faith or willful misconduct or that negligence on its part in the performance of its employees, or its breach of any of its representations. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agents, and (ii) have been prepared, maintained or performed by a Trust or any authorized personnel on behalf of such Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsduties. (c) As used in this Section 6, the term "Sub-adviser" shall include any officers, directors, partners, employees or other affiliates of the Sub-adviser performing services for the Fund as contemplated by this Sub-advisory Agreement. (d) Subject to provisions (f) to (h) below, the Sub-Adviser accepts responsibility for loss to the Manager to the extent that such loss is due to the negligence, willful default or fraud of the Sub-adviser. (e) The offer Sub-Adviser will not otherwise be liable for any loss to the Manager, save where otherwise required by law. (f) In no event will the Sub-Adviser be liable for: (i) loss or sale of Shares by or for a Trust in violation damage of any requirement under kind to any extent which arises from circumstances which are special to the federal securities laws Manager and not in the ordinary course of business whether or regulations, not the circumstances were known to the Sub-Adviser either at the time this Sub-advisory Agreement was entered into or later; (ii) loss of opportunity to enter into a contract or agreement with any third party; (iii) loss of business contracts or the securities laws benefit of such contracts; or regulations (iv) loss of goodwill or reputation. (g) The Sub-Adviser will not be responsible to the Manager for the solvency, actions or omissions of any state counterparty, broker, dealer, market-maker, bank, custodian, sub-custodian, with whom it transacts business on the Manager's behalf, provided that the Sub-Adviser shall have selected such Shares be registered party in such stategood faith, utilizing commercially reasonable due diligence procedures. (h) No warranty or undertaking is given by the Sub-Adviser as to the performance or profitability of the Fund or that the investment objectives stated in Prospectus, Statement of Additional Information or any violation other applicable document will be successfully achieved. It is acknowledged and agreed by the Manager that achieving or exceeding returns relative to any benchmark stated in this Sub-Advisory Agreement, the Fund's Prospectus, Statement of Additional Information or any stop order other applicable document is a target only and that the Sub-Adviser shall not be liable for any failure to meet or other determination or ruling by to outperform such benchmark(s). However, the foregoing shall not diminish any federal agency, or by any state with respect to of the offer or sale of Shares Sub-Adviser's duties and obligations set out in such statethis Sub-Advisory Agreement.

Standard of Care and Limitation of Liability. (a) The Bank agrees Manager shall fully and faithfully discharge all its obligations, duties and responsibilities pursuant to this Agreement, (i) solely in the best interests of the Funds and their shareholders, and (ii) in good faith and with the due care, skill, prudence, and diligence under the circumstances then prevailing that it a prudent, professional fiduciary investment adviser acting in a like capacity would use in the conduct of an enterprise of a like character and with like aims. The Manager shall perform its duties hereunder in accordance with legal and regulatory requirements applicable not be liable to the services provided hereunderTrust, and will exercise reasonable care the Funds or to any of their respective affiliates or to any shareholder for any error of judgment or for any loss suffered by the Funds in connection with the performance of this Agreement, except for a loss resulting from the Manager’s (y) (A) willful misfeasance, bad faith, negligence or reckless disregard in the performance of its obligations and duties under Section 3 of this Agreement or (B) willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its other obligations and duties hereunder, or (z) material breach of this Agreement. (b) It is understood and expressly stipulated that none of the Trustees, officers, employees, agents or shareholders of the Trust or the Funds shall be personally liable hereunder. The Bank All persons dealing with the Trust must look solely to the property of the Trust or the relevant Fund(s) for the enforcement of any claims and the satisfaction of any liability against the Trust, as neither the Trustees, officers, employees, or agents nor the shareholders assume any personal liability for obligations entered into on behalf of the Trust or any Fund. No Fund shall have no responsibility and shall not be liable for any Lossesexpense of or claim against any other series of the Trust, except that Trust-wide expenses will be allocated to the Bank various series of the Trust as determined to be appropriate by officers of the Trust. (c) Nothing in this Section shall be liable to each Trust and Portfolio for any costs, expenses, damages, liabilities deemed a limitation or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Trust or Portfolio arising out of the Bank’s own negligence, bad faith or willful misconduct or that of its employees, or its breach waiver of any of its representations. The parties agree obligation or duty that any encoding may not by law be limited or payment processing errors waived. (d) Neither the Manager nor the Trust shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto be liable for special, indirect consequential or consequential incidental damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agents, and (ii) have been prepared, maintained or performed by a Trust or any authorized personnel on behalf of such Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructions. (c) The offer or sale of Shares by or for a Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state.

Standard of Care and Limitation of Liability. (a) The Bank agrees that it Sub-adviser shall perform its duties hereunder act in accordance with legal good faith and regulatory requirements applicable to use reasonable skill and care in rendering the services provided hereunder, and will exercise reasonable care in the performance of its duties by it under this Sub-advisory Agreement. . (b) The Bank shall have no responsibility and Sub-adviser shall not be liable for any Losseserror of judgment or mistake of law or for any loss suffered by each Fund or the holders of each such Fund's shares in connection with the matters to which this Sub-advisory Agreement relate, except provided that the Bank nothing in this Sub-advisory Agreement shall be liable deemed to protect or purport to protect the Sub-adviser against any liability to each Trust and Portfolio for any costs, expenses, damages, liabilities Fund or claims (including attorneys’ and accountants’ fees) incurred to holders of each such Fund's shares to which the Sub-adviser would otherwise be subject by or asserted against a Trust or Portfolio arising out reason of the Bank’s own negligencewillful misfeasance, bad faith or willful misconduct or that negligence on its part in the performance of its employees, or its breach of any of its representations. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agents, and (ii) have been prepared, maintained or performed by a Trust or any authorized personnel on behalf of such Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsduties. (c) As used in this Section 6, the term "Sub-adviser" shall include any officers, directors, partners, employees or other affiliates of the Sub-adviser performing services for each Fund as contemplated by this Sub-advisory Agreement. (d) Subject to provisions (t) to (h) below, the Sub-adviser accepts responsibility for loss to the Manager to the extent that such loss is due to the negligence, willful default or fraud of the Sub-adviser. (e) The offer Sub-adviser will not otherwise be liable for any loss to the Manager, save where otherwise required by law. (f) In no event will the Sub-adviser be liable for: (i) loss or sale of Shares by or for a Trust in violation damage of any requirement under kind to any extent which arises from circumstances which are special to the federal securities laws Manager and not in the ordinary course of business whether or regulations, not the circumstances were known to the Sub-adviser either at the time this Sub-advisory Agreement was entered into or later; (ii) loss of opportunity to enter into a contract or agreement with any third party; (iii) loss of business contracts or the securities laws benefit of such contracts; or regulations (iv) loss of goodwill or reputation. (g) The Sub-adviser will not be responsible to the Manager for the solvency, actions or omissions of any state counterparty, broker, dealer, market-maker, bank, custodian, sub-custodian, with whom it transacts business on the Manager's behalf, provided that the Sub-adviser shall have selected such Shares be registered party in such stategood faith, utilizing commercially reasonable due diligence procedures. (h) No warranty or unde1taking is given by the Sub-adviser as to the performance or profitability of each Fund or that the investment objectives stated in Prospectus, Statement of Additional Information or any violation other applicable document will be successfully achieved. It is acknowledged and agreed by the Manager that achieving or exceeding returns relative to any benchmark stated in this Sub-advisory Agreement, each Fund's Prospectus, Statement of Additional Information or any stop order other applicable document is a target only and that the Sub-adviser shall not be liable for any failure to meet or other determination or ruling by outperform such benchmark(s). However, the foregoing shall not diminish any federal agency, or by any state with respect to of the offer or sale of Shares Sub-adviser's duties and obligations set out in such statethis Sub-advisory Agreement.

Standard of Care and Limitation of Liability. The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable In performing the services to be provided to the services provided hereunder, and will exercise reasonable care in the performance of its duties under Trust pursuant to this Agreement, the Bank shall exercise the standard of care, skill and diligence that a professional provider of transfer agent services would observe in these affairs (the “Standard of Care”). The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to each the Trust and Portfolio each Fund for any direct costs, expenses, damages, liabilities liabilities, or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Trust or Portfolio Fund arising out of the Bank’s own negligence, bad faith faith, or willful misconduct or that of its employees, or its breach of any of its representationsmisconduct. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. The Bank’s cumulative maximum liability to the Trust and the Funds and all persons claiming through the Trust and the Funds for any losses whatsoever (including but not limited to those arising out of or related to this Agreement in any respect) and regardless of the form of action or legal theory shall not exceed the cumulative fees received by the Bank for services provided by the Bank hereunder during the eighteen (18) months immediately prior to the date of the first reported loss. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or careStandard of Care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or instructions or requests on behalf of the Trust. (c) The offer or sale of Shares by or for a the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state.

Standard of Care and Limitation of Liability. The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable to the services provided hereunder, and will exercise reasonable care in the performance of fulfilling its duties under this Agreement. The hereunder, provided that the Bank shall have no responsibility and shall not be liable for required to take any Lossesaction which is in contravention of any applicable law, except that rule or regulation or any order or judgement of any court of competent jurisdiction. In the event the Trust, in its reasonable opinion, determines the Bank has performed the services negligently, fraudulently, or with bad faith or willful misconduct, the Trust shall provide timely notice to the Bank of such determination, and the Bank’s responsibility and liability therefor shall be limited solely to the re-performance of the services. Where the Bank, in its reasonable discretion, determines re-performance to be an ineffective remedy, the Bank shall be liable to each the Trust and Portfolio for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) to the extent that the damages incurred by or asserted against a Trust or Portfolio arising out of it resulted directly from the Bank’s own negligence, bad faith faith, fraud, or willful misconduct or that of its employees, or its breach of any of its representationsin performing the services and subject to Sub-Section 6(d) below. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto the Bank be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or of care: (a) The conclusive reliance in good faith on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including including, but not limited to to, any previous transfer agent or registrarregistrar except where such other person or firm is the Bank or an affiliate of the Bank. (b) The conclusive reliance in good faith on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or instructions or requests on behalf of the Trust, including, without limitation, instructions of the Distributor. (c) The offer or sale of Shares by or for the Trust, on behalf of a Trust Fund, in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such statestate (except to the extent that such violation resulted solely and directly from the Bank’s failure to comply with the instructions of the Trust, on behalf of a Fund, or the Trust’s administrator identifying the states and countries where the Shares of the Fund are registered or exempt). (d) Notwithstanding anything in this Agreement to the contrary, (i) in no event shall the Bank’s aggregate liability during each calendar year throughout the term of this Agreement exceed the total fees paid by Trust to the Bank for services rendered in connection with this Agreement and that certain Custody Agreement dated Septemebr 20th, 2022 during the applicable calendar year (“Aggregate Liability”) and (ii) the Bank and the Trust agree that any amount that the Bank may agree to pay in response to a claim by the Trust for recovery of any losses, costs, damages or expenses resulting from the Bank’s provision of the services described herein, shall be applied to the calculation of the Aggregate Liability whether or not the Bank acknowledges liability therefor.

Standard of Care and Limitation of Liability. The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable 6.1 In performing the services to be provided to the services provided hereunder, and will exercise reasonable care in the performance of its duties under Trust pursuant to this Agreement, the Bank shall exercise the standard of care, skill and diligence that a professional provider of transfer agent services would observe in these affairs. The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to each the Trust and Portfolio for any costsdirect money damages caused by its own fraud, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Trust or Portfolio arising out of the Bank’s own negligence, bad faith or faith, willful misconduct or its reckless disregard of its obligations under this Agreement or that of its employees, or its breach of any of its representations. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. . 6.2 In no event shall a party hereto the Bank or the Trust be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. . 6.3 Notwithstanding any other provision hereof, the Bank’s cumulative liability under this Agreement shall be limited to the amount of fees paid for services hereunder during the twelve (12) months immediately preceding the event first giving rise to such loss, damage or liability; provided, however, that the foregoing limitation of liability shall not apply if a court of competent jurisdiction has determined that BNY Mellon acted with actual fraud, bad faith, intentional misconduct or reckless disregard of its obligations hereunder. 6.4 For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or instructions or requests on behalf of the Trust. (c) The offer or sale of Shares by or for a the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state.

Standard of Care and Limitation of Liability. (a) The Bank agrees that it Sub-adviser shall perform its duties hereunder act in accordance with legal good faith and regulatory requirements applicable to use reasonable skill and care in rendering the services provided hereunder, and will exercise reasonable care in the performance of its duties by it under this Sub-advisory Agreement. . (b) The Bank shall have no responsibility and Sub-adviser shall not be liable for any Losseserror of judgment or mistake of law or for any loss suffered by the Fund or the holders of such Fund’s shares in connection with the matters to which this Sub-advisory Agreement relate, except provided that the Bank nothing in this Sub-advisory Agreement shall be liable deemed to each Trust and Portfolio for protect or purport to protect the Sub-adviser against any costs, expenses, damages, liabilities liability to the Fund or claims (including attorneys’ and accountants’ fees) incurred to holders of such Fund’s shares to which the Sub-adviser would otherwise be subject by or asserted against a Trust or Portfolio arising out reason of the Bank’s own negligencewillful misfeasance, bad faith or willful misconduct or that negligence on its part in the performance of its employees, or its breach of any of its representations. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agents, and (ii) have been prepared, maintained or performed by a Trust or any authorized personnel on behalf of such Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsduties. (c) As used in this Section 6, the term “Sub-adviser” shall include any officers, directors, partners, employees or other affiliates of the Sub-adviser performing services for the Fund as contemplated by this Sub-advisory Agreement. (d) Subject to provisions (f) to (h) below, the Sub-adviser accepts responsibility for loss to the Manager to the extent that such loss is due to the negligence, willful default or fraud of the Sub-adviser. (e) The offer Sub-adviser will not otherwise be liable for any loss to the Manager, save where otherwise required by law. (f) In no event will the Sub-adviser be liable for: (i) loss or sale of Shares by or for a Trust in violation damage of any requirement under kind to any extent which arises from circumstances which are special to the federal securities laws Manager and not in the ordinary course of business whether or regulations, not the circumstances were known to the Sub-adviser either at the time of this Sub-Advisory Agreement was entered into or later; (ii) loss of opportunity to enter into a contract or agreement with any third party; (iii) loss of business contracts or the securities laws benefit of such contracts; or regulations (iv) loss of goodwill or reputation. (g) The Sub-adviser will not be responsible to the Manager for the solvency, actions or omissions of any state counterparty, broker, dealer, market-maker, bank, custodian, sub-custodian, with whom it transacts business on the Manager’s behalf, provided that the Sub-adviser shall have selected such Shares be registered party in such stategood faith, utilizing commercially reasonable due diligence procedures. (h) No warranty or undertaking is given by the Sub-adviser as to the performance or profitability of the Fund or that the investment objectives stated in Prospectus, Statement of Additional Information or any violation other applicable document will be successfully achieved. It is acknowledged and agreed by the Manager that achieving or exceeding returns relative to any benchmark stated in this Sub-advisory Agreement, the Fund’s Prospectus, Statement of Additional Information or any stop order other applicable document is a target only and that the Sub-adviser shall not be liable for any failure to meet or other determination or ruling by to outperform such benchmark(s). However, the foregoing shall not diminish any federal agency, or by any state with respect to of the offer or sale of Shares Sub-adviser’s duties and obligations set out in such statethis Sub-advisory Agreement.

Standard of Care and Limitation of Liability. 6.1 The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable to exercise the services provided hereunder, and will exercise reasonable care and diligence that a professional transfer agent would observe in the performance carrying out all of its duties and obligations under this AgreementAgreement taking into account the prevailing rules, practices, procedures and circumstances in the market. The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to each the Trust and Portfolio the Sponsor for any costsdirect money damages caused by its own bad faith, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Trust or Portfolio arising out of the Bank’s own negligence, bad faith or willful misconduct or that reckless disregard of its employees, or its breach of any of its representationsduties hereunder. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto the Bank be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or instructions or requests on behalf of the Trust by Sponsor. (c) The offer or sale of Shares by or for a the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state. 6.1 In no event shall the Trust be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care and Limitation of Liability. (a) The Bank agrees that it Sub-adviser shall perform its duties hereunder act in accordance with legal good faith and regulatory requirements applicable to use reasonable skill and care in rendering the services provided hereunder, and will exercise reasonable care in the performance of its duties by it under this Sub-Advisory Agreement. . (b) The Bank shall have no responsibility and Sub-adviser shall not be liable for any Losseserror of judgment or mistake of law or for any loss suffered by each Fund or the holders of each such Fund’s shares in connection with the matters to which this Sub-advisory Agreement relate, except provided that the Bank nothing in this Sub-advisory Agreement shall be liable deemed to protect or purport to protect the Sub-adviser against any liability to each Trust and Portfolio for any costs, expenses, damages, liabilities Fund or claims (including attorneys’ and accountants’ fees) incurred to holders of each such Fund’s shares to which the Sub-adviser would otherwise be subject by or asserted against a Trust or Portfolio arising out reason of the Bank’s own negligencewillful misfeasance, bad faith or willful misconduct or that negligence on its part in the performance of its employees, or its breach of any of its representations. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agents, and (ii) have been prepared, maintained or performed by a Trust or any authorized personnel on behalf of such Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsduties. (c) As used in this Section 6, the term “Sub-adviser” shall include any officers, directors, partners, employees or other affiliates of the Sub-adviser performing services for each Fund as contemplated by this Sub-advisory Agreement. (d) Subject to provisions (f) to (h) below, the Sub-adviser accepts responsibility for loss to the Manager to the extent that such loss is due to the negligence, willful default or fraud of the Sub-adviser. (e) The offer Sub-adviser will note otherwise be liable for any loss to the Manager, save where otherwise required by law. (f) In no event will the Sub-adviser be liable for: (i) loss or sale of Shares by or for a Trust in violation damage of any requirement kind to any extent which arises from circumstances which are special to the Manager and not in the ordinary course of business whether or not the circumstances were known to the Sub-adviser either at the time this Sub-advisory Agreement was entered into or later; (ii) loss of opportunity to enter into a contract or agreement with any third party; (iii) loss of business contracts or the benefit of such contracts; or (iv) loss of goodwill or reputation. (g) The Sub-adviser will not be responsible to the Manager for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian, sub-custodian, with whom it transacts business on the Manager's behalf, provided that the Sub-adviser shall have selected such party in good faith, utilizing commercially reasonable due diligence procedures. (h) No warranty or undertaking is given by the Sub-adviser as to the performance or profitability of each Fund or that the investment objectives stated in Prospectus, Statement of Additional Information or any other applicable document will be successfully achieved. It is acknowledged and agreed by the Manager that achieving or exceeding returns relative to any benchmark stated in this Sub-advisory Agreement, each Fund's Prospectus, Statement of Additional Information or any other applicable document is a target only and that the Sub-adviser shall not be liable for any failure to meet or to outperform such benchmark(s). However, the foregoing shall not diminish any of the Subadviser's duties and obligations set out in this Sub-advisory Agreement. (i) It is understood that when it provides non-binding services (i.e., advisory services that do not constitute discretionary management of the Allocated Assets), the Sub-Adviser will not be liable or otherwise responsible for the discretionary implementation decisions made by the Manager pursuant to the authority granted to the Manager under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such stateAdvisory Agreement.

Standard of Care and Limitation of Liability. The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable to the services provided hereunder, and will exercise reasonable care in the performance of its duties under this Agreement6.1. The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to each the Trust and Portfolio for any costsdirect money damages caused by its own fraud, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Trust or Portfolio arising out of the Bank’s own negligence, bad faith or willful misconduct or that of its employees, agents or its breach attorneys-in-fact. The Bank’s aggregate liability hereunder shall not exceed the total fees paid to BNY Mellon for Fund Administration and Accounting services by or on behalf of any of its representationsthe Trust during the twelve (12) month period preceding the event on which such claim is based. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto the Bank be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents documents, or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained maintained, or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or instructions or requests on behalf of the Trust. (c) The offer or sale of Shares by or for a the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state.

Standard of Care and Limitation of Liability. 6.1 The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable to exercise the services provided hereunder, and will exercise reasonable care and diligence that a professional transfer agent would observe in the performance carrying out all of its duties and obligations under this AgreementAgreement taking into account the prevailing rules, practices, procedures and circumstances in the market. The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to each the Trust and Portfolio the Sponsor for any costsdirect money damages caused by its own bad faith, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Trust or Portfolio arising out of the Bank’s own negligence, bad faith or willful misconduct or that reckless disregard of its employees, or its breach of any of its representationsduties hereunder. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto the Bank be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s 's standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or instructions or requests on behalf of the Trust by Sponsor. (c) The offer or sale of Shares by or for a the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state. 6.2 In no event shall the Trust be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care and Limitation of Liability. (a) The Bank agrees that it Sub-adviser shall perform its duties hereunder act in accordance with legal good faith and regulatory requirements applicable to use reasonable skill and care in rendering the services provided hereunder, and will exercise reasonable care in the performance of its duties by it under this Sub-advisory Agreement. . (b) The Bank shall have no responsibility and Sub-adviser shall not be liable for any Losseserror of judgment or mistake of law or for any loss suffered by each Fund or the holders of each such Fund’s shares in connection with the matters to which this Sub-advisory Agreement relate, except provided that the Bank nothing in this Sub-advisory Agreement shall be liable deemed to protect or purport to protect the Sub-adviser against any liability to each Trust and Portfolio for any costs, expenses, damages, liabilities Fund or claims (including attorneys’ and accountants’ fees) incurred to holders of each such Fund’s shares to which the Sub-adviser would otherwise be subject by or asserted against a Trust or Portfolio arising out reason of the Bank’s own negligencewillful misfeasance, bad faith or willful misconduct or that negligence on its part in the performance of its employees, or its breach of any of its representations. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agents, and (ii) have been prepared, maintained or performed by a Trust or any authorized personnel on behalf of such Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsduties. (c) As used in this Section 6, the term “Sub-adviser” shall include any officers, directors, partners, employees or other affiliates of the Sub-adviser performing services for each Fund as contemplated by this Sub-advisory Agreement. (d) Subject to provisions (f) to (h) below, the Sub-adviser accepts responsibility for loss to the Manager to the extent that such loss is due to the negligence, willful default or fraud of the Sub-adviser. (e) The offer Sub-adviser will not otherwise be liable for any loss to the Manager, save where otherwise required by law. (f) In no event will the Sub-adviser be liable for: (i) loss or sale of Shares by or for a Trust in violation damage of any requirement kind to any extent which arises from circumstances which are special to the Manager and not in the ordinary course of business whether or not the circumstances were known to the Sub-adviser either at the time this Sub-advisory Agreement was entered into or later; (ii) loss of opportunity to enter into a contract or agreement with any third party; (iii) loss of business contracts or the benefit of such contracts; or (iv) loss of goodwill or reputation. (g) The Sub-adviser will not be responsible to the Manager for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian, sub-custodian, with whom it transacts business on the Manager’s behalf, provided that the Sub-adviser shall have selected such party in good faith, utilizing commercially reasonable due diligence procedures. (h) No warranty or undertaking is given by the Sub-adviser as to the performance or profitability of each Fund or that the investment objectives stated in Prospectus, Statement of Additional Information or any other applicable document will be successfully achieved. It is acknowledged and agreed by the Manager that achieving or exceeding returns relative to any benchmark stated in this Sub-advisory Agreement, each Fund’s Prospectus, Statement of Additional Information or any other applicable document is a target only and that the Sub-adviser shall not be liable for any failure to meet or to outperform such benchmark(s). However, the foregoing shall not diminish any of the Sub-adviser’s duties and obligations set out in this Sub-advisory Agreement. (i) It is understood that when it provides non-binding services (i.e., advisory services that do not constitute discretionary management of the Allocated Assets), the Sub-Adviser will not be liable or otherwise responsible for the discretionary implementation decisions made by the Manager pursuant to the authority granted to the Manager under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such stateAdvisory Agreement.

Standard of Care and Limitation of Liability. 6.1 The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable to exercise the services provided hereunder, and will exercise reasonable care and diligence that a professional transfer agent would observe in the performance carrying out all of its duties and obligations under this AgreementAgreement taking into account the prevailing rules, practices, procedures and circumstances in the market. The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to each the Trust and Portfolio the Sponsor for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred direct money damages caused by or asserted against a Trust or Portfolio arising out of the Bank’s its own negligence, bad faith or faith, willful misconduct or that reckless disregard of its employees, or its breach of any of its representationsduties hereunder. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto the Bank be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar. (b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or Sponsor or instructions or requests on behalf of the Trust or Sponsor. (c) The offer or sale of Shares by or for a the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state. 6.2 In no event shall the Trust be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care and Limitation of Liability. The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable to the services provided hereunder, and will exercise reasonable care in the performance of (a) In performing its duties under this Agreement, the Bank shall exercise the standard of care, skill and diligence that a professional provider of transfer agent services would observe in these affairs. The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall subject to Section 6(e) below be liable to each the Trust and Portfolio for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred direct money damages caused by or asserted against a Trust or Portfolio arising out of the Bank’s its own negligence, bad faith faith, or willful misconduct or that of its employees, or its breach of any of its representations. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall a party hereto the Bank be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care: (ab) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from a Trust or its agentssubcontractors, and (ii) have been prepared, maintained or performed by a the Trust or any authorized personnel other person or firm on behalf of such the Trust including but not limited to any previous transfer agent or registrar. (bc) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any Proper Instructionsinstructions or requests of the Trust or instructions or requests on behalf of the Trust. (cd) The offer or sale of Shares by or for a the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state. (e) Notwithstanding any other provision contained in this Agreement or applicable law to the contrary, Bank’s or Bank’s affiliates maximum aggregate liability under this Agreement, Participation Agreement or any documents executed pursuant hereto or in connection herewith or imposed by applicable law for any reason and upon any cause of action, shall not exceed (i) the total amount of fees paid by the applicable Trust during the twelve (12) calendar month period immediately preceding the event giving rise to such liability occurred; or (ii) if such event occurs prior to the completion of the twelve (12) calendar month period following the Effective Date, the average monthly amount of total fees paid during the full calendar months subsequent to the Effective Date multiplied by twelve (12). This limitation applies to all liabilities in the aggregate; provided, however, that such limitation shall not be applicable to any act of Bank or a Bank affiliate involving fraud.