Common use of Standard of Care; Indemnification Clause in Contracts

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNYM shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) resulting from, arising out of, or in connection with its performance hereunder, except those costs, expenses, damages, liabilities or claims arising out of BNYM’s or any BNYM Affiliate’s own bad faith, negligence or willful misconduct. In no event shall either party be liable to the other party or any third party for special, indirect or consequential damages, or lost profits or loss of business, resulting from, arising out of, or in connection with its performance hereunder (collectively, “Consequential Damages”), even if previously informed of the possibility of such Consequential Damages and regardless of the form of action. For the avoidance of doubt, BNYM’s fees and expenses under this Agreement do not, and shall not, constitute Consequential Damages hereunder. (b) Without limiting the generality of the foregoing, BNYM shall not be responsible for any loss, damage or expense suffered by any Fund arising from any one or more of the following: (i) Errors in records or Instructions, explanations, information, specifications or documentation of any kind, as the case may be, including any valuations or prices of securities or specification of Net Assets, supplied to BNYM by any third party described in Section 5 hereof or by, or on behalf of, a Fund; (ii) Any failure by BNYM to receive any instruction (whether oral, written or by email, facsimile or other electronic transmission), record, explanation, information, specifications or documentation, including any failure to actually receive any application or other document from a Shareholder; other than those failures directly caused by BNYM’s bad faith, or willful misconduct. In this context, any application or other document from a Shareholder shall not be deemed actually received by BNYM unless and until the Shareholder or an authorized agent thereof has received from BNYM (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation; (iii) Any improper use by a Fund or its agents, distributors or Investment Advisor of any valuations or computations supplied by BNYM in accordance with its standard of care under this Agreement; (iv) The method of valuation of the securities and the method of computing Net Assets, as set forth in the Offering Materials or as directed by a Fund, and if the Offering Materials so indicate, the value of Net Assets per Share; or (v) Any taxes, penalties or interest imposed upon BNYM with respect to the applicable Fund’s withholding, depositing and/or reporting obligations under the IRC and Regulations. (c) BNY Mellon’s liability to the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) due to the negligence of BNY Mellon (but not BNY Mellon’s gross negligence, bad faith or willful misconduct) shall not exceed the lesser of the fees received by BNY Mellon for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss or $250,000. (d) Notwithstanding any other provision contained in this Agreement, BNYM shall have no duty or obligation with respect to, including any duty or obligation to determine, or advise or notify the Funds of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the Funds; (ii) the taxable nature or effect on the Funds or their Shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Funds to their Shareholders; or (iv) the effect under any income tax laws of the Funds making or not making any distribution, dividend payment, or election with respect thereto. (e) Actions taken or omitted in reliance on Instructions (whether oral, written or by email, facsimile or other electronic transmission), or upon any information, order, indenture, power of attorney, assignment, affidavit or other instrument reasonably believed by BNYM to be genuine or reasonably believed by BNYM to be from an Authorized Person, or upon the opinion of legal counsel for the Funds or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith. (f) Each Fund shall indemnify and hold harmless BNYM and any BNYM Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by any Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNYM or any BNYM Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNYM or any BNYM Affiliate hereunder in good faith without negligence or willful misconduct or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Registration Statement or Prospectus, (iii) any Instructions (whether oral, written or by email, facsimile or other electronic transmission) of a person reasonably believed to be an Authorized Person, or (iv) any written opinion of legal counsel for the Funds or BNYM, or arising out of transactions or other activities of the Funds which occurred prior to the commencement of this Agreement; provided, that neither BNYM nor any BNYM Affiliate shall be entitled to indemnification hereunder for costs, expenses, damages, liabilities or claims arising out of its own negligence, bad faith or willful misconduct. This indemnity shall be a continuing obligation of the Funds, their successors and assigns, notwithstanding the termination of this Agreement.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNYM shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) resulting from, arising out of, or in connection with its performance hereunder, except those costs, expenses, damages, liabilities or claims arising out of BNYM’s or any BNYM Affiliate’s own bad faith, gross negligence or willful misconduct. In no event shall either party BNYM be liable to the other party Funds or any third party for special, indirect or consequential damages, or lost profits or loss of business, resulting from, arising out of, or in connection with its performance hereunder (collectively, “Consequential Damages”)hereunder, even if previously informed of the possibility of such Consequential Damages damages and regardless of the form of action. For the avoidance of doubt, BNYM’s fees and expenses under this Agreement do not, and shall not, constitute Consequential Damages hereunder. (b) Without limiting the generality of the foregoing, BNYM shall not be responsible for any loss, damage or expense suffered by any Fund arising from any one or more of the following: (i) Errors in records or Instructions, explanations, information, specifications or documentation of any kind, as the case may be, including any valuations or prices of securities or specification of Net Assets, supplied to BNYM by any third party described in Section 5 hereof or by, or on behalf of, a Fund; (ii) Any failure by BNYM to receive any instruction (whether oral, written or by email, facsimile or other electronic transmission), record, explanation, information, specifications or documentation, including any failure to actually receive any application or other document from a Shareholder; other than those failures directly caused by BNYM’s bad faith, or willful misconduct. In this context, any application or other document from a Shareholder shall not be deemed actually received by BNYM unless and until the Shareholder or an authorized agent thereof has received from BNYM (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation; (iii) Any improper use by a Fund or its agents, distributors or Investment Advisor of any valuations or computations supplied by BNYM in accordance with its standard of care under this Agreement; (iv) The method of valuation of the securities and the method of computing Net Assets, as set forth in the Offering Materials or as directed by a Fund, and if the Offering Materials so indicate, the value of Net Assets per Share; or (v) Any taxes, penalties or interest imposed upon BNYM with respect to the applicable Fund’s withholding, depositing and/or reporting obligations under the IRC and Regulations. (c) BNY Mellon’s liability to the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) due to the negligence of BNY Mellon (but not BNY Mellon’s gross negligence, bad faith or willful misconduct) shall not exceed the lesser of the fees received by BNY Mellon for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss or $250,000. (d) Notwithstanding any other provision contained in this Agreement, BNYM shall have no duty or obligation with respect to, including any duty or obligation to determine, or advise or notify the Funds of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the Funds; (ii) the taxable nature or effect on the Funds or their Shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Funds to their Shareholders; or (iv) the effect under any income tax laws of the Funds making or not making any distribution, dividend payment, or election with respect thereto. (ed) Actions taken or omitted in reliance on Instructions (whether oral, written or by email, facsimile or other electronic transmission), or upon any information, order, indenture, power of attorney, assignment, affidavit or other instrument reasonably believed by BNYM to be genuine or reasonably believed by BNYM to be from an Authorized Person, or upon the opinion of legal counsel for the Funds or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith. (fe) Each Fund shall indemnify and hold harmless BNYM and any BNYM Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by any Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNYM or any BNYM Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNYM or any BNYM Affiliate consistent with its duties hereunder in good faith without negligence or willful misconduct or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Registration Statement or Prospectus, (iii) any Instructions (whether oral, written or by email, facsimile or other electronic transmission) of a person reasonably believed to be an Authorized Person, or (iv) any written opinion of legal counsel for the Funds or BNYM, or arising out of transactions or other activities of the Funds which occurred prior to the commencement of this Agreement; provided, that neither BNYM nor any BNYM Affiliate shall be entitled to indemnification hereunder for costs, expenses, damages, liabilities or claims arising out of its own negligence, bad faith or willful misconductfor which BNYM is liable under preceding 8(a). This indemnity shall be a continuing obligation of the Funds, their successors and assigns, notwithstanding the termination of this Agreement.

Standard of Care; Indemnification. (a) BNYM-AIS shall be obligated to 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. Except as otherwise provided herein, BNYM BNYM-AIS shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) resulting from, arising out of, or in connection with its performance hereunder, except those costs, expenses, damages, liabilities or claims arising out of BNYM-AIS’s or any BNYM Affiliate’s own willful misfeasance, reckless disregard, bad faith, faith or negligence or willful misconduct(“Standard of Care”). In no event shall either party BNYM-AIS be liable to the other party Funds or any third party for special, indirect or consequential damages, or lost profits or loss of business, resulting from, arising out of, or in connection with its performance hereunder (collectively, “Consequential Damages”)hereunder, even if previously informed of the possibility of such Consequential Damages damages and regardless of the form of action. For the avoidance of doubt, BNYM’s fees and expenses under this Agreement do not, and shall not, constitute Consequential Damages hereunder. (b) Without limiting the generality of the foregoing, BNYM BNYM-AIS shall not be responsible for any loss, damage or expense suffered by any Fund the Funds arising from any one or more of the following: (i) Errors in records or Instructions, explanations, information, specifications or documentation of any kind, as the case may be, including any valuations or prices of securities or specification of Net Assets, supplied to BNYM BNYM-AIS by any third party described in Section 5 hereof or by, or on behalf of, a Fund; (ii) Any failure by BNYM BNYM-AIS to receive any instruction Instruction (whether oral, written or by email, facsimile or other electronic transmission), record, explanation, information, specifications or documentation, including any failure to actually receive any application or other document from a Shareholder; other than those failures directly caused by BNYM’s bad faith, or willful misconductSubscriber. In this context, any application or other document from a Shareholder shall not be deemed actually received by BNYM BNYM-AIS unless and until the Shareholder or an authorized agent thereof Subscriber has received from BNYM (i) BNYM-AIS a confirmation of receipt in writing in the form currently in use by BNYM-AIS for those types of confirmations (unless a Fund otherwise directs BNYM to not provide such confirmations); provided, however, that BNYM-AIS represents and warrants that, unless a Fund otherwise directs, it will promptly send to a Subscriber a confirmation of receipt of any application or other document actually received by BNYM-AIS from such Subscriber in the form currently in use by BNYM-AIS for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation; (iii) Any improper use by a Fund or its agents, distributors or Investment Advisor of any valuations or computations supplied by BNYM BNYM-AIS in accordance with its standard Standard of care Care under this Agreement;; or (iv) The method of valuation of the securities and the method of computing Net Assets, as set forth in the Offering Materials or as directed by a Fund, and if the Offering Materials so indicate, the value of Net Assets per Share; or. (v) Any taxes, penalties or interest imposed upon BNYM BNYM-AIS with respect to the applicable Fund’s 's withholding, depositing and/or reporting obligations under the IRC and Regulations. (c) BNY Mellon’s liability to the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) due to the negligence of BNY Mellon (but not BNY Mellon’s gross negligence, bad faith or willful misconduct) shall not exceed the lesser of the fees received by BNY Mellon for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss or $250,000. (d) Notwithstanding any other provision contained in this Agreement, BNYM BNYM-AIS shall have no duty or obligation with respect to, including any duty or obligation to determine, or advise or notify the Funds of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the Funds; (ii) the taxable nature or effect on the Funds or their Shareholders Subscribers of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Funds to their ShareholdersSubscribers; or (iv) the effect under any income tax laws of the Funds making or not making any distribution, dividend payment, or election with respect thereto. (ed) Actions taken or omitted in reasonable reliance on Instructions (whether oral, written or by email, facsimile or other electronic transmission), or upon any information, order, indenture, power of attorney, assignment, affidavit or other instrument reasonably believed by BNYM BNYM-AIS to be genuine or reasonably believed by BNYM BNYM-AIS to be from an Authorized Person, or upon the opinion of legal counsel for the Funds or its their own counsel, shall be conclusively presumed to have been taken or omitted in good faith. (f) Each Fund shall indemnify and hold harmless BNYM and any BNYM Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by any Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNYM or any BNYM Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNYM or any BNYM Affiliate hereunder in good faith without negligence or willful misconduct or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Registration Statement or Prospectus, (iii) any Instructions (whether oral, written or by email, facsimile or other electronic transmission) of a person reasonably believed to be an Authorized Person, or (iv) any written opinion of legal counsel for the Funds or BNYM, or arising out of transactions or other activities of the Funds which occurred prior to the commencement of this Agreement; provided, that neither BNYM nor any BNYM Affiliate shall be entitled to indemnification hereunder for costs, expenses, damages, liabilities or claims arising out of its own negligence, bad faith or willful misconduct. This indemnity shall be a continuing obligation of the Funds, their successors and assigns, notwithstanding the termination of this Agreement.

Standard of Care; Indemnification. (a) BNYM-AIS shall be obligated to 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. Except as otherwise provided herein, BNYM BNYM-AIS shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) resulting from, arising out of, or in connection with its performance hereunder, except those costs, expenses, damages, liabilities or claims arising out of BNYM-AIS’s or any BNYM Affiliate’s own willful misfeasance, reckless disregard, bad faith, faith or negligence or willful misconduct(“Standard of Care”). In no event shall either party BNYM-AIS be liable to the other party Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, resulting from, arising out of, or in connection with its performance hereunder (collectively, “Consequential Damages”)hereunder, even if previously informed of the possibility of such Consequential Damages damages and regardless of the form of action. For the avoidance of doubt, BNYM’s fees and expenses under this Agreement do not, and shall not, constitute Consequential Damages hereunder. (b) Without limiting the generality of the foregoing, BNYM BNYM-AIS shall not be responsible for any loss, damage or expense suffered by any the Fund arising from any one or more of the following: (i) Errors in records or Instructions, explanations, information, specifications or documentation of any kind, as the case may be, including any valuations or prices of securities or specification of Net Assets, supplied to BNYM BNYM-AIS by any third party described in Section 5 hereof or by, or on behalf of, a Fund; (ii) Any failure by BNYM BNYM-AIS to receive any instruction Instruction (whether oral, written or by email, facsimile or other electronic transmission), record, explanation, information, specifications or documentation, including any failure to actually receive any application or other document from a Shareholder; other than those failures directly caused by BNYM’s bad faith, or willful misconductSubscriber. In this context, any application or other document from a Shareholder shall not be deemed actually received by BNYM BNYM-AIS unless and until the Shareholder or an authorized agent thereof Subscriber has received from BNYM (i) BNYM-AIS a confirmation of receipt in writing in the form currently in use by BNYM-AIS for those types of confirmations (unless the Fund otherwise directs BNYM to not provide such confirmations); provided, however, that BNYM-AIS represents and warrants that, unless the Fund otherwise directs, it will promptly send to a Subscriber a confirmation of receipt of any application or other document actually received by BNYM-AIS from such Subscriber in the form currently in use by BNYM-AIS for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation; (iii) Any improper use by a Fund or its agents, distributors or Investment Advisor of any valuations or computations supplied by BNYM BNYM-AIS in accordance with its standard Standard of care Care under this Agreement;; or (iv) The method of valuation of the securities and the method of computing Net Assets, as set forth in the Offering Materials or as directed by a Fund, and if the Offering Materials so indicate, the value of Net Assets per Share; or. (v) Any taxes, penalties or interest imposed upon BNYM BNYM-AIS with respect to the applicable Fund’s withholding, depositing and/or reporting obligations under the IRC and Regulations. (c) BNY Mellon’s liability to the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) due to the negligence of BNY Mellon (but not BNY Mellon’s gross negligence, bad faith or willful misconduct) shall not exceed the lesser of the fees received by BNY Mellon for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss or $250,000. (d) Notwithstanding any other provision contained in this Agreement, BNYM BNYM-AIS shall have no duty or obligation with respect to, including any duty or obligation to determine, or advise or notify the Funds Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the FundsFund; (ii) the taxable nature or effect on the Funds Fund or their Shareholders Subscribers of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Funds Fund to their ShareholdersSubscribers; or (iv) the effect under any income tax laws of the Funds Fund making or not making any distribution, dividend payment, or election with respect thereto. (ed) Actions taken or omitted in reasonable reliance on Instructions (whether oral, written or by email, facsimile or other electronic transmission), or upon any information, order, indenture, power of attorney, assignment, affidavit or other instrument reasonably believed by BNYM BNYM-AIS to be genuine or reasonably believed by BNYM BNYM-AIS to be from an Authorized Person, or upon the opinion of legal counsel for the Funds Fund or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith. (fe) Each Fund shall indemnify and hold harmless BNYM and any BNYM Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by any Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNYM or any BNYM Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNYM or any BNYM Affiliate hereunder in good faith without negligence or willful misconduct or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Registration Statement or Prospectus, (iii) any Instructions (whether oral, written or by email, facsimile or other electronic transmission) of a person reasonably believed to be an Authorized Person, or (iv) any written opinion of legal counsel for the Funds or BNYM, or arising out of transactions or other activities of the Funds which occurred prior to the commencement of this Agreement; provided, that neither BNYM nor any BNYM Affiliate shall be entitled to indemnification hereunder for costs, expenses, damages, liabilities or claims arising out of its own negligence, bad faith or willful misconduct. This indemnity shall be a continuing obligation of the Funds, their successors and assigns, notwithstanding the termination of this Agreement[Reserved.]

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNYM shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) resulting from, arising out of, or in connection with its performance hereunder, except those costs, expenses, damages, liabilities or claims arising out of BNYM’s or any BNYM Affiliate’s own bad faith, negligence or willful misconduct. In no event shall either party be liable to the other party or any third party for special, indirect or consequential damages, or lost profits or loss of business, resulting from, arising out of, or in connection with its performance hereunder (collectively, “Consequential Damages”), even if previously informed of the possibility of such Consequential Damages and regardless of the form of action. For the avoidance of doubt, BNYM’s fees and expenses under this Agreement do not, and shall not, constitute Consequential Damages hereunder. (b) Without limiting the generality of the foregoing, BNYM shall not be responsible for any loss, damage or expense suffered by any Fund arising from any one or more of the following: (i) Errors in records or Instructions, explanations, information, specifications or documentation of any kind, as the case may be, including any valuations or prices of securities or specification of Net Assets, supplied to BNYM by any third party described in Section 5 hereof or by, or on behalf of, a Fund; ; Administrative Services Agreement Page 14 of 39 (ii) Any failure by BNYM to receive any instruction (whether oral, written or by email, facsimile or other electronic transmission), record, explanation, information, specifications or documentation, including any failure to actually receive any application or other document from a Shareholder; other than those failures directly caused by BNYM’s bad faith, or willful misconduct. In this context, any application or other document from a Shareholder shall not be deemed actually received by BNYM unless and until the Shareholder or an authorized agent thereof has received from BNYM (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation; (iii) Any improper use by a Fund or its agents, distributors or Investment Advisor of any valuations or computations supplied by BNYM in accordance with its standard of care under this Agreement; (iv) The method of valuation of the securities and the method of computing Net Assets, as set forth in the Offering Materials or as directed by a Fund, and if the Offering Materials so indicate, the value of Net Assets per Share; or (v) Any taxes, penalties or interest imposed upon BNYM with respect to the applicable Fund’s withholding, depositing and/or reporting obligations under the IRC and Regulations. (c) BNY Mellon’s liability to the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) due to the negligence of BNY Mellon (but not BNY Mellon’s gross negligence, bad faith or willful misconduct) shall not exceed the lesser of the fees received by BNY Mellon for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss or $250,000. (d) Notwithstanding any other provision contained in this Agreement, BNYM shall have no duty or obligation with respect to, including any duty or obligation to determine, or advise or notify the Funds of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the Funds; (ii) the taxable nature or effect on the Funds or their Shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Funds to their Shareholders; or (iv) the effect under any income tax laws of the Funds making or not making any distribution, dividend payment, or election with respect thereto. (e) Actions taken or omitted in reliance on Instructions (whether oral, written or by email, facsimile or other electronic transmission), or upon any information, order, indenture, power of attorney, assignment, affidavit or other instrument reasonably believed by BNYM to be genuine or reasonably believed by BNYM to be from an Authorized Person, or upon the opinion of legal counsel for the Funds or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith. (f) Each Fund shall indemnify and hold harmless BNYM and any BNYM Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by any Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNYM or any BNYM Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNYM or any BNYM Affiliate hereunder in good faith without negligence or willful misconduct or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Registration Statement or Prospectus, (iii) any Instructions (whether oral, written or by email, facsimile or other electronic transmission) of a person reasonably believed to be an Authorized Person, or (iv) any written opinion of legal counsel for the Funds or BNYM, or arising out of transactions or other activities of the Funds which occurred prior to the commencement of this Agreement; provided, that neither BNYM nor any BNYM Affiliate shall be entitled to indemnification hereunder for costs, expenses, damages, liabilities or claims arising out of its own negligence, bad faith or willful misconduct. This indemnity shall be a continuing obligation of the Funds, their successors and assigns, notwithstanding the termination of this Agreement.

Standard of Care; Indemnification. (a) BNYM shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith in performing services provided for under this Agreement Except as otherwise provided herein, BNYM shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ ' and accountants’ ' fees) resulting from, arising out of, or in connection with its performance hereunder, except those costs, expenses, damages, liabilities or claims arising out of BNYM’s 's or any BNYM Affiliate’s 's own bad faith, negligence gross negligence, willful misconduct or willful misconductreckless disregard of its duties and obligations under this Agreement (the "Standard of Care"). In no event shall either party BNYM be liable to the other party Fund or any third party for any special, indirect or consequential damages, damages or lost profits or loss of business, business resulting from, arising out of, or in connection with its performance hereunder (collectively, “Consequential Damages”)hereunder, even if previously informed of the possibility of such Consequential Damages damages and regardless of the form of action. For the avoidance of doubt, BNYM’s fees and expenses under this Agreement do not, and shall not, constitute Consequential Damages hereunder. (b) Without limiting the generality of the foregoing, BNYM shall not be responsible for any loss, damage or expense suffered by any the Fund arising from any one or more of the following: (i) Errors in records or Instructions, explanations, information, specifications or documentation of any kind, as the case may be, including any valuations or prices of securities or specification of Net Assets, supplied to BNYM by any third party described in Section 5 hereof or by, or on behalf of, a the Fund; (ii) Any failure by BNYM to receive any instruction (whether oral, written or by email, facsimile or other electronic transmission), record, explanation, informationinfoiniation, specifications or documentation, including any failure to actually receive any application or other document from a Shareholder; other than those failures directly caused by BNYM’s bad faithMember or Subscriber, or willful misconduct. In this context, any application or other document from a Shareholder shall not be deemed actually received by BNYM unless and until the Shareholder Member or an authorized agent thereof Subscriber has received from BNYM (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation; (iii) Any improper use by a the Fund or its agents, distributors or the Investment Advisor Adviser of any valuations or computations supplied by BNYM in accordance with its standard Standard of care under this Agreement;Care; or (iv) The method of valuation of the securities and the method of computing Net Assets, as set forth in the Offering Materials or as directed by a the Fund, and if the Offering Materials so indicate, the value of Net Assets per Share; or (v) Any taxes, penalties or interest imposed upon BNYM with respect to the applicable Fund’s withholding, depositing and/or reporting obligations under the IRC and Regulations. (c) BNY Mellon’s liability to the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) due to the negligence of BNY Mellon (but not BNY Mellon’s gross negligence, bad faith or willful misconduct) shall not exceed the lesser of the fees received by BNY Mellon for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss or $250,000. (d) Notwithstanding any other provision contained in this Agreement, BNYM shall have no duty or obligation with respect to, including any duty or obligation to determine, or advise or notify the Funds of: Fund of (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the FundsFund; (ii) the taxable nature or effect on the Funds Fund or their Shareholders its Members of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Funds Fund to their Shareholdersits Members; or (iv) the effect under any income tax laws of the Funds Fund making or not making any distribution, dividend payment, or election with respect thereto. (ed) Actions taken or omitted in reliance on Instructions (whether oral, written or by email, facsimile or other electronic transmission), or upon any information, order, indenture, power of attorney, assignment, affidavit or other instrument reasonably believed by BNYM to be genuine or reasonably believed by BNYM to be from an Authorized Person, or upon the opinion of legal counsel for the Funds Fund or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith. (fe) Each The Fund shall indemnify and hold harmless BNYM and any BNYM Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by any the Fund), and reasonable attorneys’ ' and accountants’ ' fees relating thereto, which are sustained or incurred or which may be asserted against BNYM or any BNYM Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNYM or any BNYM Affiliate hereunder in good faith without negligence bad faith, negligence, or willful misconduct misconduct, or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Registration Statement or Prospectusthe Offering Materials (excluding information provided by BNYM), (iii) any Instructions (whether oral, written or by email, facsimile or other electronic transmission) of a person reasonably believed to be an Authorized Person, or (iv) any written opinion of legal counsel for the Funds Fund or BNYM, or arising out of transactions or other activities of the Funds Fund which occurred prior to the commencement of this Agreement; provided, that neither BNYM nor any BNYM Affiliate shall be entitled to indemnification hereunder for costs, expenses, damages, liabilities or claims arising out of its own negligence, bad faith or willful misconductfailure to adhere to the Standard of Care. This indemnity shall be a continuing obligation of the FundsFund, their its successors and assigns, notwithstanding the termination of this Agreement.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNYM shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) resulting from, arising out of, or in connection with its performance hereunder, except those costs, expenses, damages, liabilities or claims arising out of BNYM’s or any BNYM Affiliate’s own bad faith, negligence or willful misconduct. In no event shall either party be liable to the other party or any third party for special, indirect or consequential damages, or lost profits or loss of business, resulting from, arising out of, or in connection with its performance hereunder (collectively, “Consequential Damages”), even if previously informed of the possibility of such Consequential Damages and regardless of the form of action. For the avoidance of doubt, BNYM’s fees and expenses under this Agreement do not, and shall not, constitute Consequential Damages hereunder. (b) Without limiting the generality of the foregoing, BNYM shall not be responsible for any loss, damage or expense suffered by any Fund arising from any one or more of the following: (i) Errors in records or Instructions, explanations, information, specifications or documentation of any kind, as the case may be, including any valuations or prices of securities or specification of Net Assets, supplied to BNYM by any third party described in Section 5 hereof or by, or on behalf of, a Fund; ; (ii) Any failure by BNYM to receive any instruction (whether oral, written or by email, facsimile or other electronic transmission), record, explanation, information, specifications or documentation, including any failure to actually receive any application or other document from a Shareholder; other than those failures directly caused by BNYM’s bad faith, or willful misconduct. In this context, any application or other document from a Shareholder shall not be deemed actually received by BNYM unless and until the Shareholder or an authorized agent thereof has received from BNYM (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation; (iii) Any improper use by a Fund or its agents, distributors or Investment Advisor of any valuations or computations supplied by BNYM in accordance with its standard of care under this Agreement; (iv) The method of valuation of the securities and the method of computing Net Assets, as set forth in the Offering Materials or as directed by a Fund, and if the Offering Materials so indicate, the value of Net Assets per Share; or (v) Any taxes, penalties or interest imposed upon BNYM with respect to the applicable Fund’s withholding, depositing and/or reporting obligations under the IRC and Regulations. (c) BNY Mellon’s liability to the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) due to the negligence of BNY Mellon (but not BNY Mellon’s gross negligence, bad faith or willful misconduct) shall not exceed the lesser of the fees received by BNY Mellon for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss or $250,000. (d) Notwithstanding any other provision contained in this Agreement, BNYM shall have no duty or obligation with respect to, including any duty or obligation to determine, or advise or notify the Funds of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the Funds; (ii) the taxable nature or effect on the Funds or their Shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Funds to their Shareholders; or (iv) the effect under any income tax laws of the Funds making or not making any distribution, dividend payment, or election with respect thereto. . (e) Actions taken or omitted in reliance on Instructions (whether oral, written or by email, facsimile or other electronic transmission), or upon any information, order, indenture, power of attorney, assignment, affidavit or other instrument reasonably believed by BNYM to be genuine or reasonably believed by BNYM to be from an Authorized Person, or upon the opinion of legal counsel for the Funds or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith. (f) Each Fund shall indemnify and hold harmless BNYM and any BNYM Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by any Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNYM or any BNYM Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNYM or any BNYM Affiliate hereunder in good faith without negligence or willful misconduct or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Registration Statement or Prospectus, (iii) any Instructions (whether oral, written or by email, facsimile or other electronic transmission) of a person reasonably believed to be an Authorized Person, or (iv) any written opinion of legal counsel for the Funds or BNYM, or arising out of transactions or other activities of the Funds which occurred prior to the commencement of this Agreement; provided, that neither BNYM nor any BNYM Affiliate shall be entitled to indemnification hereunder for costs, expenses, damages, liabilities or claims arising out of its own negligence, bad faith or willful misconduct. This indemnity shall be a continuing obligation of the Funds, their successors and assigns, notwithstanding the termination of this Agreement.

Standard of Care; Indemnification. (a) Except BNYM-AIS shall be obligated to exercise in the performance of its duties hereunder reasonable care, prudence and diligence such as a person having responsibility for the provision of accounting services to SPVs would exercise, to act in good faith and to use commercially reasonable efforts in performing services provided for under this RE ASA (the “Standard of Care”), and except as otherwise provided hereinherein but subject always to Section 8(i) below, BNYM BNYM-AIS shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) resulting from, arising out of, or in connection with its performance hereunder, except those costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) arising out of BNYM-AIS’s or any BNYM Affiliate’s own bad faith, negligence or willful misconductmisconduct or otherwise from a breach of this RE ASA. In no event shall either any party to this RE ASA be liable to the other party or any third party for special, indirect or consequential damages, or lost profits or loss of business, resulting from, arising out of, or in connection with its performance hereunder (collectively, “Consequential Damages”)hereunder, even if previously informed of the possibility of such Consequential Damages damages and regardless of the form of action. For the avoidance of doubt, BNYM’s fees and expenses under this Agreement do not, and shall not, constitute Consequential Damages hereunder. (b) Without limiting the generality of the foregoing, BNYM BNYM-AIS shall not be responsible for any loss, damage or expense suffered by any the Fund or an SPV arising from any one or more of the following: (i) Errors in records or Instructions, explanations, information, specifications or documentation of any kind, as the case may be, including any valuations or prices of securities or specification of Net Assets, supplied to BNYM BNYM-AIS by any third party described in Section 5 hereof or by, or on behalf of, a Fundthe Fund or an SPV; (ii) Any failure by BNYM BNYM-AIS to receive any instruction (whether oral, written or by email, facsimile or other electronic transmission), record, explanation, information, specifications or documentation, including any failure to actually receive any application or other document from a Shareholder; other than those failures directly caused by BNYM’s bad faith, or willful misconduct. In this context, any application or other document from a Shareholder shall not be deemed actually received by BNYM unless and until the Shareholder or an authorized agent thereof has received from BNYM (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation; (iii) Any improper use by a the Fund or its agents, agents or distributors or Investment Advisor of any valuations or computations supplied by BNYM BNYM-AIS in accordance with its standard of care under this Agreement;RE ASA; or (iv) The method of valuation of the securities and the method of computing Net Assets, as set forth in the Offering Materials or as directed by a the Fund, and if the Offering Materials so indicate, the value of Net Assets per Share; or. (v) Any Taxes or for any non-withholding or non-reporting of Taxes. (vi) Any taxes, penalties or interest imposed upon BNYM BNYM-AIS with respect to the applicable Fund’s withholding, depositing and/or reporting obligations under the IRC and Regulations. (c) BNY Mellon’s liability to the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) due to the negligence of BNY Mellon (but not BNY Mellon’s gross negligence, bad faith or willful misconduct) shall not exceed the lesser of the fees received by BNY Mellon for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss or $250,000. (d) Notwithstanding any other provision contained in this AgreementRE ASA, BNYM BNYM-AIS shall have no duty or obligation with respect to, including any duty or obligation to determine, or advise or notify the Funds Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the FundsFund; (ii) the taxable nature or effect on the Funds or their Shareholders Fund of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; or (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Funds to their Shareholders; or (iv) the effect under any income tax laws of the Funds Fund making or not making any distribution, dividend payment, or election with respect thereto. (ed) Actions taken or omitted in reliance on Instructions (whether oral, written or by email, facsimile or other electronic transmission), or upon any information, order, indenture, power of attorney, assignment, affidavit or other instrument reasonably believed by BNYM BNYM-AIS to be genuine or reasonably believed by BNYM BNYM-AIS to be from an Authorized Person, or upon the opinion of legal counsel for the Funds Fund or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith. (e) BNYM-AIS agrees to indemnify and hold harmless the Fund and each SPV from all taxes, charges, assessments, claims, damages and liabilities, subject to, and in an amount not to exceed the limitation of aggregate liability described in Section 7(i) below, arising from BNYM-AIS’s failure to meet its obligations pursuant to this RE ASA and costs and expenses, including reasonable attorneys’ fees and reasonable disbursements (including those incurred in asserting any claim by an SPV against BNYM-AIS arising from the obligations of BNYM-AIS hereunder) to the extent that such damages arise out of BNYM-AIS’s or its affiliate’s own willful misfeasance, bad faith, negligence or breach of this RE ASA, provided that the Fund and the SPVs shall not be indemnified against any liability (or any expenses incident to such liability) to the extent arising out of the Fund’s or an SPVs’ own willful misfeasance, bad faith, negligence or breach of this RE ASA. (f) Each The Fund and each SPV shall indemnify and hold harmless BNYM BNYM-AIS and any BNYM Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by any Fundthe Fund or an SPV), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNYM BNYM-AIS or any BNYM Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNYM BNYM-AIS or any BNYM Affiliate hereunder in good faith without negligence bad faith, negligence, or willful misconduct misconduct, or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Registration Statement or Prospectusthe Offering Materials (excluding information provided by BNYM-AIS), (iii) any Instructions (whether oral, written or by email, facsimile or other electronic transmission) of a person reasonably believed to be an Authorized Person, or (iv) any written opinion of legal counsel for the Funds Fund, an SPV or BNYM-AIS, or arising out of transactions or other activities of the Funds Fund which occurred prior to the commencement of this AgreementRE ASA; provided, that neither BNYM BNYM-AIS nor any BNYM Affiliate shall be entitled to indemnification hereunder for costs, expenses, damages, liabilities or claims arising out of its own negligence, bad faith faith, willful misconduct or willful misconductotherwise from a breach of this RE ASA. This indemnity shall be a continuing obligation of the FundsFund, each SPV and their successors and assigns, notwithstanding the termination of this AgreementRE ASA. (g) Upon the occurrence of any event that causes or may cause any loss, damage or expense to an SPV or the Fund, BNYM-AIS (i) shall reasonably promptly notify the Fund and the SPV of the occurrence of such event and (ii) shall use commercially reasonably efforts and take reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to the Fund and the SPV. Upon the occurrence of any event that causes or may cause any loss, damage or expense to BNYM-AIS, the Fund (i) shall reasonably promptly notify BNYM-AIS of the occurrence of such event and (ii) shall use commercially reasonable efforts and take reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to BNYM-AIS. (h) In order that the indemnification provisions contained in this section shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the right to control the defense of the claim, and the party seeking indemnification shall have the option to participate in the defense of such claims, at its own cost and expense. The party seeking indemnification will cooperate reasonably, at the indemnifying party’s expense, with the indemnifying party in the defense of such claim; provided, however, that the party seeking indemnification shall not be required to take any action that would impair any claim it may have against the indemnifying party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. The indemnifying party shall not settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the party seeking indemnification, which consent shall not be unreasonably withheld, delayed or conditioned. (i) Notwithstanding the foregoing or any other provision in this RE ASA or applicable law to the contrary, BNYM-AIS and the Fund each SPV agrees that to the extent that BNYM-AIS or any BNYM Affiliate would otherwise be liable hereunder, in no event shall BNYM-AIS’s aggregate liability under this RE ASA exceed one (1) year’s fees (based on the fees paid by the Fund for the Services provided solely pursuant to this RE ASA during the preceding 12 month period and not, for the avoidance of doubt, fees payable under the FAA); provided, however, that such limitation of liability shall not be applicable to any act of BNYM-AIS involving gross negligence, actual fraud or willful or intentional misconduct.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNYM shall not be liable for any costs, expenses, damages, liabilities or claims (including reasonable attorneys’ and accountants’ fees) resulting from, arising out of, or in connection with its performance hereunder, except those costs, expenses, damages, liabilities or claims arising out of BNYM’s or any BNYM Affiliate’s own bad faith, gross negligence or willful misconduct. In no event shall either party BNYM be liable to the other party Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, resulting from, arising out of, or in connection with its performance hereunder (collectively, “Consequential Damages”)hereunder, even if previously informed of the possibility of such Consequential Damages damages and regardless of the form of action. For the avoidance of doubt, BNYM’s fees and expenses under this Agreement do not, and shall not, constitute Consequential Damages hereunder. (b) Without limiting the generality of the foregoing, BNYM shall not be responsible for any loss, damage or expense suffered by any the Fund arising from any one or more of the following: (i) Errors in records or Instructions, explanations, information, specifications or documentation of any kind, as the case may be, including any valuations or prices of securities or specification of Net Assets, supplied to BNYM by any third party described in Section 5 hereof or by, or on behalf of, a the Fund; (ii) Any failure by BNYM to receive any instruction Instruction (whether oral, written or by email, facsimile or other electronic transmission), directions, record, explanation, information, specifications or documentation, including any failure to actually receive any application or other document from a Shareholder; other than those failures directly caused by BNYM’s bad faith, or willful misconduct. In this context, any application or other document from a Shareholder shall not be deemed actually received by BNYM unless and until the Shareholder or an authorized agent thereof has received from BNYM (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from , which confirmation BNYM clearly indicating the constructive receipt of such documentationshall not unreasonably withhold and shall promptly deliver; (iii) Any improper use by a the Fund or its agents, distributors or Investment Advisor of any valuations or computations supplied by BNYM in accordance with its standard of care under this Agreement; (iv) The method of valuation of the securities and the method of computing Net Assets, as set forth in the Offering Materials Prospectus or as directed by a the Fund, and if the Offering Materials Prospectus so indicatedescribes, the value of Net Assets Asset Value per Shareshare; or (v) Any taxes, penalties or interest imposed upon BNYM with respect to the applicable Fund’s 's withholding, depositing and/or reporting obligations under the IRC and Regulations. (c) BNY Mellon’s liability Except as otherwise set forth in Schedule I with respect to the Funds and any person or entity claiming through the Funds for any losstax services, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) due to the negligence of BNY Mellon (but not BNY Mellon’s gross negligence, bad faith or willful misconduct) shall not exceed the lesser of the fees received by BNY Mellon for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss or $250,000. (d) Notwithstanding notwithstanding any other provision contained in this Agreement, BNYM shall have no duty or obligation with respect to, including any duty or obligation to determine, or advise or notify the Funds Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the FundsFund; (ii) the taxable nature or effect on the Funds Fund or their the Shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Funds Fund to their the Shareholders; or (iv) the effect under any income tax laws of the Funds Fund making or not making any distribution, dividend payment, or election with respect thereto. (ed) Actions taken or omitted in reliance on Instructions (whether oral, written or by email, facsimile or other electronic transmission), or upon any information, order, indenture, power of attorney, assignment, affidavit or other instrument reasonably believed by BNYM to be genuine or reasonably believed by BNYM to be from an Authorized Person, or upon the opinion advice of legal counsel for the Funds Fund or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith. (fe) Each The Fund shall indemnify and hold harmless BNYM and any BNYM Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by any Fund)claims, and reasonable attorneys’ and accountants’ fees relating thereto, which that are sustained or incurred or which that may be asserted against BNYM or any BNYM Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNYM or any BNYM Affiliate hereunder in good faith without negligence or willful misconduct or in reasonable reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such the Fund’s Registration Statement or Prospectus, (iii) any Instructions (whether oral, written or by email, facsimile or other electronic transmission) of a person reasonably believed to be an Authorized Person, or (iv) any written opinion advice of legal counsel for the Funds Fund or BNYM, or arising out of transactions or other activities of the Funds which Fund that occurred prior to the commencement of this Agreement; provided, that neither BNYM nor any BNYM Affiliate shall be entitled to indemnification hereunder for costs, expenses, damages, liabilities or claims arising out of its own negligence, bad faith or willful misconductfor which BNYM is liable under Section 9(a) above. This indemnity shall be a continuing obligation of the FundsFund, their its successors and assigns, notwithstanding the termination of this Agreement.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNYM BNY Mellon shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) Losses resulting from, arising out of, or in connection with its performance hereunder, except those costs, expenses, damages, liabilities or claims Losses arising out of BNYMBNY Mellon’s or any BNYM BNY Mellon Affiliate’s own bad faith, gross negligence or willful misconduct. In no event shall either party BNY Mellon be liable to the other party Funds or any third party for special, indirect or consequential damages, or lost profits or loss of business, resulting from, arising out of, or in connection with its performance hereunder (collectively, “Consequential Damages”)hereunder, even if previously informed of the possibility of such Consequential Damages damages and regardless of the form of action. For the avoidance of doubt, BNYM’s fees and expenses under this Agreement do not, and shall not, constitute Consequential Damages hereunder. (b) Without limiting the generality of the foregoing, BNYM BNY Mellon shall not be responsible for any loss, damage or expense Losses suffered by any Fund arising from any one or more of the following: (i) Errors in records or Instructions, explanations, information, specifications or documentation of any kind, as the case may be, including any valuations or prices of securities or specification of Net Assets, supplied to BNYM BNY Mellon by any third party described in Section 5 hereof or by, or on behalf of, a Fund; (ii) Any failure by BNYM BNY Mellon to receive any instruction (whether oral, written or by email, facsimile or other electronic transmission), record, explanation, information, specifications or documentation, including any failure to actually receive any application or other document from a Shareholder; other than those failures directly caused by BNYM’s bad faith, or willful misconduct. In this context, any application or other document from a Shareholder shall not be deemed actually received by BNYM BNY Mellon unless and until the Shareholder or an authorized agent thereof has received from BNYM (i) BNY Mellon a confirmation of receipt in writing in the form currently in use by BNYM BNY Mellon for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation; (iii) Any improper use by a Fund or its agents, distributors or Investment Advisor of any valuations or computations supplied by BNYM BNY Mellon in accordance with its standard of care under this Agreement; (iv) The method of valuation of the securities and the method of computing Net Assets, as set forth in the Offering Materials or as directed by a Fund, and if the Offering Materials so indicate, the value method of valuation of Net Assets per Share; or (v) Any taxes, Fund or Shareholder taxes or for any non-withholding or non-reporting of taxes or any penalties or interest imposed upon BNYM with respect to the applicable Fund’s withholding, depositing and/or reporting obligations under the IRC and Regulationsinterest. (c) BNY Mellon’s liability to the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) due to the negligence of BNY Mellon (but not BNY Mellon’s gross negligence, bad faith or willful misconduct) shall not exceed the lesser of the fees received by BNY Mellon for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss or $250,000. (d) Notwithstanding any other provision contained in this Agreement, BNYM BNY Mellon shall have no duty or obligation with respect to, including any duty or obligation to determine, or advise or notify the Funds of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the Funds; (ii) the taxable nature or effect on the Funds or their Shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Funds to their Shareholders; or (iv) the effect under any income tax laws of the Funds making or not making any distribution, dividend payment, or election with respect thereto. (ed) Actions taken or omitted in reliance on Instructions (whether oral, written or by email, facsimile or other electronic transmission), or upon any information, order, indenture, power of attorney, assignment, affidavit or other instrument believed by BNY Mellon to be genuine and reasonably believed by BNYM to be genuine or reasonably believed by BNYM BNY Mellon to be from an Authorized Person, or upon the opinion of legal counsel for the Funds or its own legal counsel, shall be conclusively presumed to have been taken or omitted in good faith. (fe) Each Fund shall indemnify and hold harmless BNYM BNY Mellon and any BNYM BNY Mellon Affiliate from and against any and all costs, expenses, damages, liabilities Losses and claims Claims (including claims Claims asserted by any Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNYM BNY Mellon or any BNYM BNY Mellon Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNYM BNY Mellon or any BNYM BNY Mellon Affiliate hereunder in good faith with respect to such Fund without negligence bad faith, gross negligence, or willful misconduct or in reliance upon (i) any law, act, regulation or reasonable interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Registration Statement or Prospectus, (iii) any Instructions (whether oral, written or by email, facsimile or other electronic transmission) of a person reasonably believed to be an Authorized Person, or (iv) any written opinion of legal counsel for the Funds or BNYMBNY Mellon, or arising out of transactions or other activities of the Funds which occurred prior to the commencement of this Agreement; provided, that neither BNYM BNY Mellon nor any BNYM BNY Mellon Affiliate shall be entitled to indemnification hereunder for costs, expenses, damages, liabilities any Losses or claims Claims arising out of its own negligenceBNY Mellon’s bad faith, bad faith gross negligence or willful misconduct. This indemnity shall be a continuing obligation of the Fundseach Fund, their its successors and assigns, notwithstanding the termination of this Agreement. (f) Promptly upon receiving notice of the commencement of an action or claim to which BNY Mellon or any BNY Mellon Affiliate (each, an “Indemnified Party,” or “Indemnified Parties”) may be a party, such Indemnified Party or Parties shall notify the relevant Fund(s) from whom it seeks indemnification (the “Indemnifying Party”) relating to such action or claim. No failure or delay to so notify the relevant Fund(s) shall relieve the Fund(s) of its obligations under this Agreement except to the extent that the Fund(s) has suffered actual prejudice by such delay or failure. The Indemnifying Party shall be entitled to participate in such action or claim and assume the defense of such action against the applicable Indemnified Party or claim with counsel of the Indemnifying Party’s choosing; provided, however, that the Indemnifying Party shall obtain prior written approval of the Indemnified Party before entering into any compromise or settlement of such action or claim imposing financial or non-financial obligations or restrictions on the Indemnified Party or constituting an admission of guilt or wrongdoing by the Indemnified Party, or ceasing to defend such action or claim. (g) If an Indemnified Party should reasonably determine in good faith that its interests are or may be unaligned or materially adverse to the interests of the Indemnifying Party or any other party to whom the Indemnifying Party may be liable, the Indemnified Party may retain, at its own expense, its own counsel in connection with such action or claim; provided that, in such case, the Indemnifying Party shall not be liable to any of the Indemnified Parties for any legal, accounting or other fees and expenses incurred by the Indemnified Party with respect to such own counsel.

Standard of Care; Indemnification. (a) BNYM-AIS shall be obligated to 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. Except as otherwise provided herein, BNYM BNYM-AIS shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) resulting from, arising out of, or in connection with its performance hereunder, except those costs, expenses, damages, liabilities or claims arising out of BNYM-AIS’s or any BNYM Affiliate’s own willful misfeasance, reckless disregard, bad faith, faith or negligence or willful misconduct(“Standard of Care”). In no event shall either party BNYM-AIS be liable to the other party Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, resulting from, arising out of, or in connection with its performance hereunder (collectively, “Consequential Damages”)hereunder, even if previously informed of the possibility of such Consequential Damages damages and regardless of the form of action. For the avoidance of doubt, BNYM’s fees and expenses under this Agreement do not, and shall not, constitute Consequential Damages hereunder. (b) Without limiting the generality of the foregoing, BNYM BNYM-AIS shall not be responsible for any loss, damage or expense suffered by any the Fund arising from any one or more of the following: (i) Errors in records or Instructions, explanations, information, specifications or documentation of any kind, as the case may be, including any valuations or prices of securities or specification of Net Assets, supplied to BNYM BNYM-AIS by any third party described in Section 5 hereof or by, or on behalf of, a Fund; (ii) Any failure by BNYM BNYM-AIS to receive any instruction Instruction (whether oral, written or by email, facsimile or other electronic transmission), record, explanation, information, specifications or documentation, including any failure to actually receive any application or other document from a Shareholder; other than those failures directly caused by BNYM’s bad faith, or willful misconductSubscriber. In this context, any application or other document from a Shareholder shall not be deemed actually received by BNYM BNYM-AIS unless and until the Shareholder or an authorized agent thereof Subscriber has received from BNYM (i) BNYM-AIS a confirmation of receipt in writing in the form currently in use by BNYM-AIS for those types of confirmations (unless the Fund otherwise directs BNYM to not provide such confirmations); provided, however, that BNYM-AIS represents and warrants that, unless the Fund otherwise directs, it will promptly send to a Subscriber a confirmation of receipt of any application or other document actually received by BNYM-AIS from such Subscriber in the form currently in use by BNYM-AIS for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation; (iii) Any improper use by a Fund or its agents, distributors or Investment Advisor of any valuations or computations supplied by BNYM BNYM-AIS in accordance with its standard Standard of care Care under this Agreement;; or (iv) The method of valuation of the securities and the method of computing Net Assets, as set forth in the Offering Materials or as directed by a Fund, and if the Offering Materials so indicate, the value of Net Assets per Share; or. (v) Any taxes, penalties or interest imposed upon BNYM BNYM-AIS with respect to the applicable Fund’s 's withholding, depositing and/or reporting obligations under the IRC and Regulations. (c) BNY Mellon’s liability to the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) due to the negligence of BNY Mellon (but not BNY Mellon’s gross negligence, bad faith or willful misconduct) shall not exceed the lesser of the fees received by BNY Mellon for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss or $250,000. (d) Notwithstanding any other provision contained in this Agreement, BNYM BNYM-AIS shall have no duty or obligation with respect to, including any duty or obligation to determine, or advise or notify the Funds Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the FundsFund; (ii) the taxable nature or effect on the Funds Fund or their Shareholders Subscribers of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Funds Fund to their ShareholdersSubscribers; or (iv) the effect under any income tax laws of the Funds Fund making or not making any distribution, dividend payment, or election with respect thereto. (ed) Actions taken or omitted in reasonable reliance on Instructions (whether oral, written or by email, facsimile or other electronic transmission), or upon any information, order, indenture, power of attorney, assignment, affidavit or other instrument reasonably believed by BNYM BNYM-AIS to be genuine or reasonably believed by BNYM BNYM-AIS to be from an Authorized Person, or upon the opinion of legal counsel for the Funds Fund or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith. (f) Each Fund shall indemnify and hold harmless BNYM and any BNYM Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by any Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNYM or any BNYM Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNYM or any BNYM Affiliate hereunder in good faith without negligence or willful misconduct or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Registration Statement or Prospectus, (iii) any Instructions (whether oral, written or by email, facsimile or other electronic transmission) of a person reasonably believed to be an Authorized Person, or (iv) any written opinion of legal counsel for the Funds or BNYM, or arising out of transactions or other activities of the Funds which occurred prior to the commencement of this Agreement; provided, that neither BNYM nor any BNYM Affiliate shall be entitled to indemnification hereunder for costs, expenses, damages, liabilities or claims arising out of its own negligence, bad faith or willful misconduct. This indemnity shall be a continuing obligation of the Funds, their successors and assigns, notwithstanding the termination of this Agreement.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNYM shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) resulting from, arising out of, or in connection with its performance hereunder, except those costs, expenses, damages, liabilities or claims arising out of BNYM’s or any BNYM Affiliate’s own bad faith, negligence gross negligence, willful misconduct or willful misconductfraud. In no event shall either party to this Agreement be liable to the other party or any third party under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, lost revenues, lost business opportunities or exemplary, punitive, special, indirect incidental, indirect, consequential or consequential similar damages, or lost profits or loss each of businesswhich is hereby excluded by agreement of the parties, resulting from, arising out of, or in connection with its this Agreement and a party’s performance hereunder (collectively, “Consequential Damages”)hereunder, even if previously informed of the possibility of such Consequential Damages damages and regardless of the form of action. For the avoidance of doubt, BNYM’s fees and expenses under this Agreement do not, and shall not, constitute Consequential Damages hereunder. (b) Without limiting the generality of the foregoing, BNYM shall not be responsible for any loss, damage or expense suffered by any Fund arising from any one or more of the following: (i) Errors in records or Instructions, explanations, information, specifications or documentation of any kind, as the case may be, including any valuations or prices of securities or specification of Net Assets, supplied to BNYM by any third party described in Section 5 hereof or by, or on behalf of, a of Fund; (ii) Any failure by BNYM to receive any instruction (whether oral, written or by email, facsimile or other electronic transmission), record, explanation, information, specifications or documentation, including any failure to actually receive any application or other document from a Shareholder; other than those failures directly caused by BNYM’s bad faith, or willful misconduct. In this context, any application or other document from a Shareholder shall not be deemed actually received by BNYM unless and until the Shareholder or an authorized agent thereof has received from BNYM (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation; (iii) Any improper use by a Fund or its agents, distributors or Investment Advisor of any valuations or computations supplied by BNYM in accordance with its standard of care under this Agreement; (iv) The method of valuation of the securities and the method of computing Net Assets, as set forth in the Offering Materials or as directed by a Fund, and if the Offering Materials so indicate, the value of Net Assets per Share; or (v) Any taxes, penalties or interest imposed upon BNYM with respect to the applicable Fund’s 's withholding, depositing and/or reporting obligations under the IRC and Regulations. (c) BNY Mellon’s liability to the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) due to the negligence of BNY Mellon (but not BNY Mellon’s gross negligence, bad faith or willful misconduct) shall not exceed the lesser of the fees received by BNY Mellon for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss or $250,000. (d) Notwithstanding any other provision contained in this Agreement, BNYM shall have no duty or obligation with respect to, including any duty or obligation to determine, or advise or notify the Funds Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the FundsFund; (ii) the taxable nature or effect on the Funds Fund or their its Shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Funds Fund to their its Shareholders; or (iv) the effect under any income tax laws of the Funds Fund making or not making any distribution, dividend payment, or election with respect thereto. (ed) Actions taken or omitted in reliance on Instructions (whether oral, written or by email, facsimile or other electronic transmission), or upon any information, order, indenture, power of attorney, assignment, affidavit or other instrument reasonably believed by BNYM to be genuine or reasonably believed by BNYM to be from an Authorized Person, or upon the written opinion of legal counsel for the Funds Fund or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith. (fe) Each Fund shall indemnify and hold harmless BNYM and any BNYM Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by any Fund), and reasonable external attorneys’ and external accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNYM or any BNYM Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNYM or any BNYM Affiliate hereunder in good faith without negligence or willful misconduct or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Registration Statement or Prospectus, (iii) any Instructions (whether oral, written or by email, facsimile or other electronic transmission) of a person reasonably believed to be an Authorized Person, Person or (iv) any written opinion of legal counsel for the Funds Fund or BNYM, or arising out of transactions or other activities of the Funds which occurred prior to the commencement of this Agreement; provided, that neither BNYM nor any BNYM Affiliate shall be entitled to indemnification hereunder for costs, expenses, damages, liabilities or claims arising out of its own caused by the bad faith, gross negligence, bad faith willful misconduct or willful misconductfraud of BNYM or any BNYM Affiliate. This indemnity shall be a continuing obligation of the Funds, their Fund its successors and assigns, notwithstanding the termination of this Agreement.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNYM BNYM-AIS shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) resulting from, arising out of, or in connection with its performance hereunder, except those costs, expenses, damages, liabilities or claims arising out of BNYM-AIS’s or any BNYM Affiliate’s own bad faith, gross negligence or willful misconduct. In no event shall either party be liable to the other party or any third party for special, indirect or consequential damages, or lost profits or loss of business, resulting from, arising out of, or in connection with its performance hereunder this Agreement (collectively, “Consequential Damages”), even if previously informed of the possibility of such Consequential Damages and regardless of the form of action. For the avoidance of doubt, ; provided that BNYM-AIS’s fees and expenses under this Agreement do not, and shall not, constitute not be considered Consequential Damages hereunderfor purposes of this Agreement. (b) Without limiting the generality of the foregoing, BNYM BNYM-AIS shall not be responsible for any loss, damage or expense suffered by any the Fund arising from any one or more of the following: (i) Errors in records or Instructions, explanations, information, specifications or documentation of any kind, as the case may be, including any valuations or prices of securities or specification of Net Assets, supplied to BNYM BNYM-AIS by any third party described in Section 5 hereof or by, or on behalf of, a the Fund; (ii) Any failure by BNYM BNYM-AIS to receive any instruction (whether oral, written or by email, facsimile or other electronic transmission), record, explanation, information, specifications or documentation, including any failure to actually receive any application or other document from a Shareholder; other than those failures , unless such failure is directly caused by BNYM’s -AIS’ gross negligence, bad faith, faith or willful misconductmisconduct with respect to its duties under this Agreement. In this context, any application or other document from a Shareholder shall not be deemed actually received by BNYM BNYM-AIS unless and until the Shareholder or an authorized agent thereof has received from BNYM (i) BNYM-AIS a confirmation of receipt in writing in the form currently in use by BNYM BNYM-AIS for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation; (iii) Any improper use by a the Fund or its agents, distributors or Investment Advisor of any valuations or computations supplied by BNYM BNYM-AIS in accordance with its standard of care under this Agreement; (iv) The method of valuation of the securities and the method of computing Net Assets, as set forth in the Offering Materials Prospectus or as directed by a the Fund, and if the Offering Materials Prospectus so indicate, the value of Net Assets per Share; or (v) Any taxes, penalties or interest imposed upon BNYM BNYM-AIS with respect to the applicable Fund’s withholding, depositing and/or reporting obligations under the IRC and Regulations. (c) BNY Mellon’s liability to the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) due to the negligence of BNY Mellon (but not BNY Mellon’s gross negligence, bad faith or willful misconduct) shall not exceed the lesser of the fees received by BNY Mellon for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss or $250,000. (d) Notwithstanding any other provision contained in this Agreement, BNYM or responsibilities set forth in the schedule of services attached hereto as Schedule I, BNYM-AIS shall have no duty or obligation with respect to, including any duty or obligation to determine, or advise or notify the Funds Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the FundsFund; (ii) the taxable nature or effect on the Funds Fund or their its Shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Funds Fund to their its Shareholders; or (iv) the effect under any income tax laws of the Funds Fund making or not making any distribution, dividend payment, or election with respect thereto. (ed) Actions taken or omitted in reliance on Instructions (whether oral, written or by email, facsimile or other electronic transmission), or upon any information, order, indenture, power of attorney, assignment, affidavit or other instrument reasonably believed by BNYM BNYM-AIS to be genuine or reasonably believed by BNYM BNYM-AIS to be from an Authorized Person, or upon the opinion of legal counsel for the Funds Fund or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith. (fe) Each The Fund shall indemnify and hold harmless BNYM BNYM-AIS and any BNYM Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by any the Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNYM BNYM-AIS or any BNYM Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNYM BNYM-AIS or any BNYM Affiliate hereunder in good faith without bad faith, gross negligence or willful misconduct or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such the Fund’s Registration Statement or Prospectus, (iii) any Instructions (whether oral, written or by email, facsimile or other electronic transmission) of a person reasonably believed to be an Authorized Person, or (iv) any written opinion of legal counsel for the Funds or BNYM-AIS, or arising out of transactions or other activities of the Funds Fund which occurred prior to the commencement of this Agreement; provided, that neither BNYM BNYM-AIS nor any BNYM Affiliate shall be entitled to indemnification hereunder for costs, expenses, damages, liabilities or claims arising out of its own negligence, bad faith or willful misconductfor which BNYM-AIS is liable under preceding 8(a). This indemnity shall be a continuing obligation of the FundsFund, their its successors and assigns, notwithstanding the termination of this Agreement.