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

Standard of Care, Limitation of Liability and Indemnification. The Sub-Administrator shall, at all times, act in good faith and exercise reasonable care in performing the Services. The Sub-Administrator shall be responsible for the performance of only the Services and shall have no responsibility for the actions or activities of any other party, including other service providers. Notwithstanding the foregoing sentence, the Sub-Administrator shall be fully responsible for the acts and omissions of such Delegates as Sub-Administrator is for its own acts and omissions. The Sub-Administrator shall be entitled to obtain, receive, rely on and act upon the advice of counsel for an Investment Fund on all matters. The Sub-Administrator shall be without liability for any action reasonably taken or omitted in good faith in accordance with the advice of counsel for an Investment Fund. For the avoidance of doubt, it is hereby specifically understood and agreed that nothing in this section shall be construed as imposing upon the Sub-Administrator any obligation to seek such advice of counsel for each Investment Fund. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator or an Investment Fund insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in good faith reliance upon records that were maintained for the Investment Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as Sub-Administrator for the Investment Fund. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Sub-Administrator, its directors, officers, employees or Delegates (the “Responsible Parties”). Neither party shall be liable to the other party for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, for any liability or loss suffered by an Investment Fund including, but not limited to, any liability relating to qualification of an Investment Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating to an Investment Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Sub-Administrator’s liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Sub-Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control or, on an industry standard basis, its anticipation. The Administrator shall indemnify and hold the Sub-Administrator and its directors, officers, employees and Delegates harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel (collectively “Losses”), incurred by the Sub-Administrator resulting from any claim, demand, action or suit (collectively “Claims”) in connection with any action or omission by the Sub-Administrator in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons or upon reasonable reliance on information or records given or made by the Administrator or an Investment Fund or an Investment Fund’s investment adviser(s), provided that this indemnification shall not apply to actions or omissions of the Responsible Parties in cases of its or their own negligence, bad faith or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Standard of Care, Limitation of Liability and Indemnification. The Sub-Administrator shall, at all times, act in good faith and exercise reasonable care in performing the Services. The Sub-Administrator shall be responsible for the performance of only the Services and shall have no responsibility for the actions or activities of any other party, including other service providers. Notwithstanding the foregoing sentence, the Sub-Administrator shall be fully responsible for the acts and omissions of such Delegates as Sub-Administrator is for its own acts and omissions. The Sub-Administrator shall be entitled to obtain, receive, rely on and act upon the advice of counsel for an Investment Fund the Trust on all matters. The Sub-Administrator shall be without liability for any action reasonably taken or omitted in good faith in accordance with the advice of counsel for an Investment Fundthe Trust. For the avoidance of doubt, it is hereby specifically understood and agreed that nothing in this section shall be construed as imposing upon the Sub-Administrator any obligation to seek such advice of counsel for each Investment Fundthe Trust. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator or an Investment Fund Trust insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s 's duties hereunder in good faith reliance upon records that were maintained for the Investment Fund Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s 's appointment as Sub-Administrator administrator for the Investment FundTrust. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Sub-Administrator, its directors, officers, employees or Delegates (the “"Responsible Parties”"). Neither party shall be liable to the other party for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, for any liability or loss suffered by an Investment Fund the Trust including, but not limited to, any liability relating to qualification of an Investment Fund the Trust as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating to an Investment Fund’s the Trust's compliance with any federal or state tax or securities statute, regulation or ruling, the Sub-Administrator’s 's liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Sub-Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control or, on an industry standard basis, its anticipation. The Administrator Trust shall indemnify and hold the Sub-Administrator and its directors, officers, employees and Delegates harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel (collectively “"Losses”"), incurred by the Sub-Administrator resulting from any claim, demand, action or suit (collectively “"Claims”") in connection with any action or omission by the Sub-Administrator in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons or upon reasonable reliance on information or records given or made by the Administrator Trust or an Investment Fund or an Investment Fund’s its investment adviser(s)adviser, provided that this indemnification shall not apply to actions or omissions of the Responsible Parties in cases of its or their own negligence, bad faith or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Standard of Care, Limitation of Liability and Indemnification. The Sub-Administrator shall, at all times, act in good faith and exercise reasonable care in performing the Services. The Sub-Administrator shall be responsible for exercise reasonable care, prudence and diligence (the performance "Standard of only the Services Care") in carrying out all of its duties and obligations under this Agreement, and shall have no responsibility be liable to the Administrator for all losses, damages and expenses suffered or incurred by the actions Funds or activities the Administrator resulting from the failure of any other party, including other service providers. Notwithstanding the foregoing sentence, the Sub-Administrator shall be fully responsible for to exercise the acts and omissions Standard of such Delegates as Sub-Administrator is for its own acts and omissionsCare. The Sub-Administrator shall be entitled to obtain, receive, rely on receive and act upon the advice of counsel for an Investment Fund on all matters. The Sub-Administrator shall be without liability for any action reasonably taken or omitted in good faith in accordance with pursuant to the advice of (i) counsel for an Investment Fundthe applicable Fund or Funds; (ii) counsel for the Administrator; or (iii) at the expense of the Sub-Administrator, such other counsel as the Administrator and the Sub-Administrator may agree upon; provided however, with respect to the performance of any action or omission of any action upon such advice, the Sub-Administrator shall be required to conform to the Standard of Care. For the avoidance of doubt, it is hereby specifically understood and agreed that nothing in this section shall be construed as imposing upon the Sub-Administrator any obligation to seek such advice of counsel or to act in accordance with such advice when received. The Sub-Administrator shall be responsible for each Investment Fundthe performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Funds or the Administrator or an Investment Fund insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s 's duties hereunder in good faith reliance upon records that were maintained for the Investment Fund Funds by entities other than the Sub-Administrator prior to the Sub-Administrator’s 's appointment as sub-administrator for the Funds. Unless directly caused by or resulting from, and then only to the extent of, the failure of the Sub-Administrator for to exercise the Investment Fund. The Standard of Care, the Sub-Administrator shall have no liability for any error errors of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Sub-Administrator, its directors, officers, employees or Delegates (the “Responsible Parties”). Neither party shall be liable to the other party for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, for any liability or loss suffered by an Investment Fund including, but not limited to, any liability relating to qualification of an Investment Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating to an Investment Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Sub-Administrator’s liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Sub-Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control or, on an industry standard basis, its anticipation. The Administrator shall indemnify and hold the Sub-Administrator and its directors, officers, employees and Delegates harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel (collectively “Losses”), incurred by the Sub-Administrator resulting from any claim, demand, action or suit (collectively “Claims”) in connection with any action or omission by the Sub-Administrator in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons or upon reasonable reliance on information or records given or made by the Administrator or an Investment Fund or an Investment Fund’s investment adviser(s), provided that this indemnification shall not apply to actions or omissions of the Responsible Parties in cases of its or their own negligence, bad faith or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Standard of Care, Limitation of Liability and Indemnification. The Sub-a. In carrying out the provisions of this Agreement, the Administrator shall, shall at all times, times act in good faith and without negligence and agrees to exercise the reasonable level of skill, care and diligence expected of a professional provider of administrative services in performing carrying out all of its duties and obligations under this Agreement, but assumes no responsibility and shall not be liable for any loss, liability, claim or expense suffered or incurred by the ServicesTrust except to the extent caused solely by the Administrator’s fraud, negligence or willful misconduct or that of its agents or employees in fulfillment of the Administrator’s duties hereunder. The Sub-Administrator shall be responsible for the performance only of only the Services and such duties as are set forth in this Agreement and, except as otherwise provided under Section 12.6, shall have no responsibility for the actions or activities of any other party, including other service providers. Notwithstanding the foregoing sentence, the Sub-Administrator shall be fully responsible for the acts and omissions of such Delegates as Sub-Administrator is for its own acts and omissions. . b. The Sub-Administrator shall be entitled to obtain, receive, rely on and act upon the advice of counsel for an Investment Fund on all matters. The Sub-Administrator shall be without liability for any action reasonably taken or omitted in good faith in accordance with the advice of counsel for an Investment Fund. For the avoidance of doubt, it is hereby specifically understood and agreed that nothing in this section shall be construed as imposing upon the Sub-Administrator any obligation to seek such advice of counsel for each Investment Fund. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator or an Investment Fund Trust insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in good faith reliance upon records that were maintained for the Investment Fund such Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as Sub-Administrator administrator for the Investment FundTrust. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Sub-Administrator, its directors, officers, employees officers or Delegates (the “Responsible Parties”). Neither employees. c. No party shall be liable to the other party for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, reasonable attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either the relevant party or any entity had been advised of the possibility of such damages. State Street: Limited Access d. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by an Investment Fund the Trust including, but not limited to, any liability relating to qualification of an Investment Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating to an Investment FundTrust’s compliance with any federal or state tax or securities statute, regulation or ruling, ruling during such Liability Period. “Compensation Period” shall mean the Sub-calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Administrator’s liability under for that period have occurred. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Administrator for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2016 shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Sub-Administrator shall not be responsible or liable for any failure or delay in performance date of its obligations under this Agreement arising out of or causedthrough December 31, directly or indirectly2016, by circumstances beyond its control or, calculated on an industry standard annualized basis, its anticipation. The Administrator and the Compensation Period for the Liability Period commencing January 1, 2017 and terminating on December 31, 2017 shall indemnify and hold be the Sub-Administrator and its directors, officers, employees and Delegates harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel (collectively “Losses”), incurred by the Sub-Administrator resulting from any claim, demand, action or suit (collectively “Claims”) in connection with any action or omission by the Sub-Administrator in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons or upon reasonable reliance on information or records given or made by the Administrator or an Investment Fund or an Investment Fund’s investment adviser(s), provided that this indemnification shall not apply to actions or omissions of the Responsible Parties in cases of its or their own negligence, bad faith or willful misconduct. The indemnification contained herein shall survive the termination date of this AgreementAgreement through December 31, 2016, calculated on an annualized basis.