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

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith, fraud or willful misconduct of the Transfer Agent, its officers or employees. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 shall be the date of this Agreement through December 31, 2021, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 and terminating on December 31, 2022 shall be the date of this Agreement through December 31, 2021, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith and without negligence and agrees shall be held to the exercise of reasonable care (the reasonable level “Standard of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services Care”) at all times in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from unless said errors are caused by its failure to act in accordance with the performance Standard of Care or nonperformance that of its duties hereunder unless solely caused by employees or resulting from the negligence, bad faith, fraud or willful misconduct of the Transfer Agent, its officers or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard Standard of careCare, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, except as otherwise agreed in writing, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust Corporation or the Portfolios Funds including, but not limited to, any liability relating to qualification of the Trust Corporation or a Portfolio Fund as a regulated investment company or any liability relating to the TrustCorporation’s or a PortfolioFund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2020 shall be the date of this Agreement through December 31, 20212020, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2021 and terminating on December 31, 2022 2021 shall be the date of this Agreement through December 31, 20212020, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent or the Corporation be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Sub-Accounting Agent shall at all times act be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by and shall be without liability to the Administrator for any action taken or omitted by it in good faith without negligence and agrees negligence, bad faith, willful misconduct, violation of law applicable to exercise the reasonable level of skill, care and diligence of a professional provider to exchangeSub-traded funds of transfer agency services Accounting Agent in its capacity as a fund accounting agent and that affects the Sub-Accounting Agent’s performance of the Services hereunder, or material breach of this Agreement (provided, however, that the Sub- Accounting Agent shall have the opportunity to cure, within thirty (30) days of its receipt of written notice from the Administrator, solely those breaches capable of cure without material adverse impact to the Administrator, provided, in each such instance where the Sub-Accounting Agent is aware of an event related to such notice, the Sub-Accounting Agent had previously informed the Administrator promptly of such event; any such communication from the Sub-Accounting Agent to the Administrator shall not be used as or considered as an admission of fault and will be provided solely as an accommodation to the Administrator), including, without limitation, acting in accordance with any Proper Instruction. The Sub-Accounting Agent shall be entitled to rely on and may act upon the advice of counsel (who may be counsel for the Administrator or the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Without in any way limiting the generality of the foregoing, the Sub-Accounting Agent shall in no event be liable for any loss or damage to the extent arising from causes beyond its control including, without limitation, delay or cessation of services performed hereunder or any damages resulting therefrom as a result of work stoppage, power or other mechanical failure, natural disaster, governmental action, communication disruption or other impossibility of performance, or causes commonly referred to as “Acts of God”. In the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the Sub-Accounting Agent’s control, the Sub-Accounting Agent shall take reasonable steps to minimize service interruptions. The Sub-Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Funds; and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. The Transfer Sub-Accounting Agent shall have no liability not be liable for any error special, indirect, incidental, or consequential damages of judgment any kind whatsoever (including, without limitation, attorneys’ fees) in any way due to the Administrator’s use of the accounting services or mistake the performance of law or failure to perform the Sub-Accounting Agent’s obligations under this Agreement. The Administrator shall not be liable for any loss special, indirect, incidental, or damageconsequential damages of any kind whatsoever (including, including encoding and payment processing errorswithout limitation, resulting from attorneys’ fees) in any way due to the performance of or nonperformance of its duties hereunder unless solely caused by or resulting from failure to perform the negligence, bad faith, fraud or willful misconduct of the Transfer Agent, its officers or employeesAdministrator’s obligations under this Agreement. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect aforementioned disclaimer applies without limitation to the services provided pursuant to this Agreement claims regardless of the form of action or legal theory shall be limited to the Transfer Agent’s total annual compensation earned and fees payable hereunder during the preceding Compensation Periodaction, as defined hereinwhether in contract, for any tort (including negligence), strict liability or loss suffered by otherwise, and regardless of whether such damages are foreseeable. The Administrator, any Third Party Agent or any Authorized Price Source from which the Trust Sub-Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the Portfolios sub-accounting services provided hereunder is solely responsible for the contents of such information including, without limitation, the accuracy thereof and the Administrator agrees to make no claim against the Sub-Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof. Except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources, the Sub-Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and, it shall be without liability relating to qualification for any loss or damage suffered as a result of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 shall be the date of this Agreement through December 31, 2021, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 and terminating on December 31, 2022 shall be the date of this Agreement through December 31, 2021, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.Sub-Accounting

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent 00.0 Xxxxx Xxxxxx shall at all times exercise reasonable care and diligence and act in good faith in the performance of its duties hereunder, provided, however, that State Street shall be without liability to any Fund or any agent thereof for any loss, liability, damage, claim, cost or expense unless caused by its own fraud, willful default, negligence or willful misconduct or that of its agents, delegates or employees. State Street shall be responsible for the performance of only such duties as are explicitly set forth in this Agreement and agrees shall have no responsibility for the actions or activities of any other party (save its agents, delegates or employees), including other service providers to exercise a Fund. 11.2 Each Fund, severally but not jointly, hereby indemnifies and secures harmless (to the reasonable level maximum extent permitted by law) State Street from and against all claims, actions, costs, charges, losses, damages and expenses (including without limitation legal fees and amounts reasonably paid in settlement) which State Street may incur or sustain (other than by reason of skillState Street’s bad faith, care and diligence willful default or negligence or that of its agents, delegates or employees) in connection with the performance of its duties for that particular Fund under this Agreement or otherwise arising from any act or omission of that particular Fund or any other person (including any predecessor service provider to the Fund) prior to the effective date of this Agreement. 11.3 If State Street (the “Indemnified Party”) shall seek indemnification from a Fund (the “Indemnifying Party”) in respect of a professional provider claim or liability asserted by a third party, the Indemnified Party shall give written notice thereof to exchangethe Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the Indemnifying Party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the basis for the claim for indemnification and any claim or liability being asserted by the third party. Within 15 days after receiving such notice, the Indemnifying Party shall give written notice to the Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against the third-traded funds party claim or liability at its own cost and expense. If the Indemnifying Party fails to give notice that it disputes an indemnification claim within 15 days after receipt of transfer agency services notice thereof, it shall be deemed to have accepted and agreed to the claim. The Indemnifying Party shall be entitled to direct the defense against the third-party claim or liability with counsel selected by it (subject to the consent of the Indemnified Party, which consent shall not be unreasonably withheld) as long as the Indemnifying Party is conducting a good faith and diligent defense. The Indemnified Party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its performance own expense directly or through counsel. If no such notice of intent to dispute and defend a third-party claim or liability is given by the Indemnifying Party, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnifying Party, the Indemnified Party shall have the right, at the expense of the Indemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the Indemnified Party), and to compromise or settle it, exercising reasonable business judgment. Except as otherwise provided in the immediately preceding sentence, neither the Indemnified Party nor the Indemnifying Party shall settle or confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to indemnify the Indemnified Party, except with the prior written consent of both parties. The Indemnified Party shall at all services performed times make available such information and assistance as the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense, at the expense of the Indemnifying Party. 11.4 In no event shall any party be liable for any loss arising by reason of the occurrence of a Force Majeure Event (as defined in Section 12) which prevents, hinders or delays it from or in performing its obligations under this Agreement. The Transfer Agent . 00.0 Xxxxx Xxxxxx shall have no liability not be liable for any error liabilities, damages, losses, claims, taxes, duties, costs or expenses (including, without limitation, legal fees) whatsoever incurred or suffered by a Fund at any time as a result of judgment the failure of the Fund or mistake any other person (other than State Street, its employees, agents or delegates) to comply with the laws or regulations of law any country or for any loss jurisdiction. For avoidance of doubt, the preceding sentence shall not relieve State Street of liability to the extent such other person’s failure to comply with laws or damage, including encoding and payment processing errors, resulting from regulations is the performance or nonperformance direct result of its duties hereunder unless solely caused by or resulting from the State Street’s negligence, bad faith, fraud fraud, willful default or willful misconduct of the Transfer Agent, its officers or employees. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding its duties hereunder. 11.6 The provisions herein regarding indemnification, liability and limits thereon shall survive following the foregoing, expiration or termination of this Agreement to the Compensation Period for purposes extent relating to any claim or right of calculating action arising in connection with the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date performance of this Agreement and terminating on December 31, 2021 each Fund and State Street shall enter into such documents as shall be necessary to ensure the date survival of the same. 11.7 Each Fund acknowledges that except as otherwise expressly set forth in this Agreement, State Street’s duties under this Agreement through December 31, 2021, calculated on an annualized basis, and do not include any obligation to monitor the Compensation Period for compliance of the Liability Period commencing January 1, 2022 and terminating on December 31, 2022 shall be Fund or any other person whatsoever with any restriction or guideline imposed by its Constitutive Documents or by law or regulation or otherwise with regard to the date investment of this Agreement through December 31, 2021, calculated on an annualized basisthe assets of the Fund. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party State Street have any duty to enforce compliance by the Fund or any other person whatsoever with any such restrictions or guidelines. 11.8 Each Fund acknowledges and agrees that State Street shall provide Compliance Monitoring Services, if any, on a contractual basis only in accordance with the terms of the Compliance Monitoring Services Addendum attached hereto as Exhibit 2. The Compliance Monitoring Services are provided by State Street as a supplement to and not in place or in lieu of a Fund’s own compliance program and/or that of the investment advisers of the Fund. 00.0 Xxxxx Xxxxxx shall have no liability to a Fund or otherwise for any loss or liability resulting from State Street’s performance or non-performance of the Compliance Monitoring Services except as expressly set forth in the Compliance Monitoring Services Addendum. 11.10 In no event shall State Street or any Fund be liable for any special, indirect, incidental, indirect, punitive or consequential damagesdamages of any kind whatsoever, regardless even if advised of the form possibility of action such damages. The limitation on liability imposed by this Section 11.10 shall not be construed to relieve State Street of liability to a Fund in circumstances where (i) it is otherwise liable to the Fund under the terms of this Agreement for losses resulting from an inaccurate Net Asset Value calculation and even if (ii) the same were foreseeableliability of the Fund arises from its obligation to compensate shareholders for direct loss resulting from the purchase or redemption of shares at such inaccurate Net Asset Value.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its gross negligence, bad faith, fraud or willful misconduct or that of the Transfer Agentits directors, its officers officers, employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In no event shall the Transfer Agent be liable for special, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable. In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to each Fund under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios such Fund including, but not limited to, any liability relating to qualification of the Trust or a Portfolio Fund as a regulated investment company or any liability relating to the Trust’s or a PortfolioFund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2011 shall be the date of this Agreement through December 31, 20212011, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2012 and terminating on December 31, 2022 2012 shall be the date of this Agreement through December 31, 20212011, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its gross negligence, bad faith, fraud faith or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to each Company under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios such Company including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfoliosuch Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2016 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2017 and terminating on December 31, 2022 2017 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise with reasonable care (the reasonable level “Standard of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services Care”) in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard Standard of careCare, and that Section 4-209 of the Uniform Commercial Code is superseded by Section 7 of this SectionAgreement. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Fund under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios Fund including, but not limited to, any liability relating to qualification of the Trust or a Portfolio Fund as a regulated investment company or any liability relating to the Trust’s or a PortfolioFund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the effective date of this Agreement and terminating on December 31, 2021 2014 shall be the date of this Agreement through December 31, 20212014, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2015 and terminating on December 31, 2022 2015 shall be the effective date of this Agreement through December 31, 20212014, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 6.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 6.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Trust under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2016 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2017 and terminating on December 31, 2022 2017 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise with reasonable care (the reasonable level “Standard of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services Care”) in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard Standard of careCare, and that Section 4-209 of the Uniform Commercial Code is superseded by Section 7 of this SectionAgreement. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Fund under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios Fund including, but not limited to, any liability relating to qualification of the Trust or a Portfolio Fund as a regulated investment company or any liability relating to the Trust’s or a PortfolioFund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2014 shall be the date of this Agreement through December 31, 20212014, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2015 and terminating on December 31, 2022 2015 shall be the date of this Agreement through December 31, 20212014, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith and without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, fraud, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2016 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2017 and terminating on December 31, 2022 2017 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its gross negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2014 shall be the date of this Agreement through December 31, 20212014, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2015 and terminating on December 31, 2022 2015 shall be the date of this Agreement through December 31, 20212014, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agentits officers, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this SectionSection 7. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or and the Portfolios Funds including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s and the Funds’ compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2014 shall be the date of this Agreement through December 31, 20212014, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2015 and terminating on December 31, 2022 2015 shall be the date of this Agreement through December 31, 20212014, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 6.1 The Transfer Agent shall at all times exercise reasonable care and diligence and act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all the transfer agency and other services performed under this Agreement. The Transfer Agent Agreement (the “Standard of Care”), but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its fraud, gross negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard Standard of careCare, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 6.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Trust under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2018 shall be the date of this Agreement through December 31, 20212018, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2019 and terminating on December 31, 2022 2019 shall be the date of this Agreement through December 31, 20212018, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence expected of a professional provider to exchange-traded funds of transfer agency services in carrying out its performance of all services performed duties and obligations under this Agreement. The Agreement (the “Standard of Care”), provided, however, that the Transfer Agent shall not be in breach of any obligation under this Agreement and shall have no liability to the Trustee or the Trust for any error of judgment direct losses, damages, liabilities, claims, costs or mistake of law out-of-pocket expenses (including reasonable attorneys’ fees) (“Losses”) except to the extent that such breach or for any loss or damage, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely Losses are caused by or resulting result from the negligenceTransfer Agent’s (or its agents’) breach of the Standard of Care, bad faithintentional breach, fraud or willful misconduct in the discharge of the Transfer Agent, its officers or employees. The parties agree that any encoding or payment processing errors shall be governed by duties under this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this SectionAgreement. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2017 shall be the date of this Agreement through December 31, 20212017, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2018 and terminating on December 31, 2022 2018 shall be the date of this Agreement through December 31, 20212017, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise with reasonable care (the reasonable level “Standard of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services Care”) in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard Standard of careCare, and that Section 4-209 of the Uniform Commercial Code is superseded by Section 7 of this SectionAgreement. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Fund under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios Fund including, but not limited to, any liability relating to qualification of the Trust or a Portfolio Fund as a regulated investment company or any liability relating to the Trust’s or a PortfolioFund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2013 shall be the date of this Agreement through December 31, 20212013, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2014 and terminating on December 31, 2022 2014 shall be the date of this Agreement through December 31, 20212013, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its gross negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to each Fund and Portfolio under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios such Fund including, but not limited to, any liability relating to qualification of the Trust or a Portfolio Fund as a regulated investment company or any liability relating to the Trust’s or a PortfolioFund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2012 shall be the date of this Agreement through December 31, 20212012, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2013 and terminating on December 31, 2022 2013 shall be the date of this Agreement through December 31, 20212012, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith and without negligence and agrees shall be held to the exercise of reasonable care (the reasonable level “Standard of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services Care”) in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2016 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2017 and terminating on December 31, 2022 2017 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith and without negligence and agrees shall be held to the exercise of reasonable care (the reasonable level “Standard of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services Care”) at all times in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard Standard of careCare, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2015 shall be the date of this Agreement through December 31, 20212015, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2016 and terminating on December 31, 2022 2016 shall be the date of this Agreement through December 31, 20212015, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The 6.1 In carrying out the provisions of this Agreement, the Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the (i) with reasonable level of skill, care and diligence and in good faith, (ii) without negligence, fraud, willful misconduct, willful omission or bad faith, and at least at the same standard of care as the Transfer Agent provides for itself and its affiliates (“Affiliates”) with respect to similar services, and (iii) with the level of skill and care which would be expected from a reasonably skilled and experienced professional provider of services similar to exchange-traded funds of transfer agency the services in its performance of all services performed provided under this Agreement. The Transfer Agent assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from unless and to the performance or nonperformance of its duties hereunder unless solely extent said errors are caused by or resulting from the negligence, bad faith, fraud or willful misconduct as a result of the Transfer Agent, its officers or employeesAgent failing to exercise such standard of care. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event6.2 Except as may otherwise be agreed to by the parties, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Trust under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” In no event shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 shall be the date of this Agreement through December 31, 2021, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 and terminating on December 31, 2022 shall be the date of this Agreement through December 31, 2021, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 6.1 The Transfer Agent shall at exercise reasonable care, prudence and diligence (the “Standard of Care”) in carrying out all times act in good faith without negligence of its duties and agrees obligations under this Agreement, and shall be liable to each Company for all losses, damages and expenses suffered or incurred by such Company resulting from the failure of the Transfer Agent to exercise the reasonable level Standard of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith, fraud or willful misconduct of the Transfer Agent, its officers or employeesCare. The parties agree that any encoding or payment processing errors shall be governed by this standard Standard of careCare, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 6.2 In no event shall the Transfer Agent or the Companies be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) arising in connection with this Agreement even if advised of the possibility of such damages. In any event, except as otherwise agreed to in writing by the parties hereto, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios Companies including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s Companies’ compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2023 shall be the date of this Agreement through December 31, 20212023, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 and terminating on December 31, 2022 shall be the date of this Agreement through December 31, 2021, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 6.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 6.2 In any event, except as otherwise agreed by the parties hereto in writing, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Company under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder under this Agreement during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios Company including, but not limited to, any liability relating to qualification of the Trust or a Portfolio Company as a regulated investment company or any liability relating to the Trust’s or a PortfolioCompany’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2015 shall be the date of this Agreement through December 31, 20212015, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2016 and terminating on December 31, 2022 2016 shall be the date of this Agreement through December 31, 20212015, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s 's cumulative liability for each calendar year (a “"Liability Period”") with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s 's or a Portfolio’s 's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “"Compensation Period” " shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s 's liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2016 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2017 and terminating on December 31, 2022 2017 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2018 shall be the date of this Agreement through December 31, 2021, 2018 calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2019 and terminating on December 31, 2022 2019 shall be the date of this Agreement through December 31, 20212018, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith and without negligence and agrees shall be held to the exercise of reasonable care (the reasonable level “Standard of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services Care”) at all times in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard Standard of careCare, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or including any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2024 shall be the date of this Agreement through December 31, 20212024, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2025 and terminating on December 31, 2022 2025 shall be the date of this Agreement through December 31, 20212024, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, except as otherwise agreed to in writing by the parties hereto, the Transfer Agent’s 's cumulative liability for each calendar year (a “"Liability Period”") with respect to the services provided pursuant to Trust under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s 's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “"Compensation Period” " shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s 's liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2013 shall be the date of this Agreement through December 31, 20212013, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2014 and terminating on December 31, 2022 2014 shall be the date of this Agreement through December 31, 20212013, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith and without negligence negligence, fraud or willful misconduct, and agrees to exercise the reasonable level of skillcare, care skill and diligence of a professional provider to exchange-traded funds of transfer agency services to mutual funds in carrying out all of its performance of all services performed duties and obligations under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, except as otherwise agreed to in writing by the parties hereto, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconductFunds. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2020 shall be the date of this Agreement through December 31, 20212020, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2021 and terminating on December 31, 2022 2021 shall be the date of this Agreement through December 31, 20212020, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.. Information Classification: Limited Access

Standard of Care; Limitation of Liability. 7.1 6.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its gross negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 6.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Trust under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2017 shall be the date of this Agreement through December 31, 20212017, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2018 and terminating on December 31, 2022 2018 shall be the date of this Agreement through December 31, 20212017, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The In carrying out the provisions of this Agreement, the Transfer Agent shall at all 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 to exchange-traded funds of transfer agency services in carrying out all of its performance of all services performed duties and obligations under this Agreement. The Transfer Agent ; but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from unless said errors are caused solely by the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the Transfer Agent’s negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios includingTrust, including but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2016 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2017 and terminating on December 31, 2022 2017 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either any party hereto be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 6.1 The Transfer Agent shall at all times exercise reasonable care and act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent Agreement but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its gross negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties Parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 6.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Client under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios Client including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s Client's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2024 shall be the date of this Agreement through December 31, 20212024, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2025 and terminating on December 31, 2022 2025 shall be the date of this Agreement through December 31, 20212024, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, except as otherwise agreed to in writing by the parties hereto, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios any Fund including, but not limited to, any liability relating to qualification of the Trust or a Portfolio any Fund as a regulated investment company or any liability relating to the Trust’s or a Portfolioany Fund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2012 shall be the date of this Agreement through December 31, 20212012, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2013 and terminating on December 31, 2022 2013 shall be the date of this Agreement through December 31, 20212012, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any lost profits, special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The In connection with the duties and responsibilities under this Agreement, the Transfer Agent shall exercise the same standard of reasonable care, prudence and diligence that a professional transfer agent acting in a like capacity and familiar with such matters would use in the performance of such services. Accordingly, the Transfer Agent shall at all times use reasonable care and act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In no event shall the Transfer Agent be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. In any event, unless otherwise agreed to in writing by the parties hereto, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Trust under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2011 shall be the date of this Agreement through December 31, 20212011, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2012 and terminating on December 31, 2022 2012 shall be the date of this Agreement through December 31, 202131,2011, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to shall exercise the reasonable level of skillcare, care prudence and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, except as otherwise agreed to in writing by the parties hereto, the Transfer Agent’s 's cumulative liability for each calendar year (a “"Liability Period”") with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s 's or a Portfolio’s 's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “"Compensation Period” " shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s 's liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2017 shall be the date of this Agreement through December 31, 20212017, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2018 and terminating on December 31, 2022 2018 shall be the date of this Agreement through December 31, 20212017, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent or the Trust be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.. State Street: Limited Access Execution Copy

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In no event shall the Transfer Agent be liable for any special, indirect, incidental, punitive or consequential damages. In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2012 shall be the date of this Agreement through December 31, 20212012, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2013 and terminating on December 31, 2022 2013 shall be the date of this Agreement through December 31, 20212012, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its gross negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, unless otherwise agreed in writing, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2016 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2017 and terminating on December 31, 2022 2017 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The 6.1 In carrying out the provisions of this Agreement, the Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the (i) with reasonable level of skill, care and diligence and in good faith, (ii) without negligence, fraud, willful misconduct, willful omission or bad faith, and at least at the same standard of care as the Transfer Agent provides for itself and its affiliates (“Affiliates”) with respect to similar services, and (iii) with the level of skill and care which would be expected from a reasonably skilled and experienced professional provider of services similar to exchange-traded funds of transfer agency the services in its performance of all services performed provided under this Agreement. The Transfer Agent assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from unless and to the performance or nonperformance of its duties hereunder unless solely extent said errors are caused by or resulting from the negligence, bad faith, fraud or willful misconduct as a result of the Transfer Agent, its officers or employeesAgent failing to exercise such standard of care. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event6.2 Except as may otherwise be agreed to by the parties, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Company under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios Company including, but not limited to, any liability relating to qualification of the Trust or a Portfolio Company as a regulated investment business development company or any liability relating to the Trust’s or a PortfolioCompany’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 shall be the date of this Agreement through December 31, 2021, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 and terminating on December 31, 2022 shall be the date of this Agreement through December 31, 2021, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party be liable for any special, incidental, indirect, punitive or consequential damagesdamages whatsoever (including, without limitation, lost profits) with respect to the services provided pursuant to this Agreement, regardless of whether a party has been advised of the form possibility of action and even if such damages, except to the same were foreseeableextent any such damages cannot be excluded or limited as a matter of law applicable to either party.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence negligence, fraud, or willful misconduct, and agrees to exercise the reasonable level of skillcare, care skill and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, except as otherwise agreed to in writing by the parties, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2019 shall be the date of this Agreement through December 31, 20212019, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2020 and terminating on December 31, 2022 2020 shall be the date of this Agreement through December 31, 20212019, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent or the Trust be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2016 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2017 and terminating on December 31, 2022 2017 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable. It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any shareholder, Trustee, officer, employee or agent of the Trust, personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust and Trust agreement. This Agreement has been duly authorized, executed and delivered by the Trust and neither such authorization nor such execution and delivery shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust and Trust Agreement.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith and with reasonable care and without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent Agreement (the “Standard of Care”), but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, except as otherwise agreed to in writing by the parties hereto, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the any Trust or a Portfolio as a regulated investment company or any liability relating to the any Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2017 shall be the date of this Agreement through December 31, 20212017, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2018 and terminating on December 31, 2022 2018 shall be the date of this Agreement through December 31, 20212017, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith and without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services and use all reasonable efforts in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by its, or resulting from the its employees’ or agents’ negligence, bad faith, fraud or fraud, willful misconduct or reckless disregard of the Transfer Agent, its officers or employeesduties hereunder. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Company under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios Company including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a PortfolioCompany’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2019 shall be the date of this Agreement through December 31, 20212019, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2020 and terminating on December 31, 2022 2020 shall be the date of this Agreement through December 31, 20212019, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith and without negligence and agrees shall be held to the exercise of reasonable care (the reasonable level “Standard of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services Care”) at all times in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard Standard of careCare, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or including any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2023 shall be the date of this Agreement through December 31, 20212023, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2024 and terminating on December 31, 2022 2024 shall be the date of this Agreement through December 31, 20212023, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith and without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Trust under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2013 shall be the date of this Agreement through December 31, 20212013, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2014 and terminating on December 31, 2022 2014 shall be the date of this Agreement through December 31, 20212013, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 6.1 The Transfer Agent shall at all times exercise reasonable care and act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent Agreement but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its gross negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties Parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 6.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Client under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios Client including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a PortfolioClient’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2024 shall be the date of this Agreement through December 31, 20212024, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2025 and terminating on December 31, 2022 2025 shall be the date of this Agreement through December 31, 20212024, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 6.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 6.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Fund under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios Fund including, but not limited to, any liability relating to qualification of the Trust or a Portfolio Fund as a regulated investment company or any liability relating to the Trust’s or a PortfolioFund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2016 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2017 and terminating on December 31, 2022 2017 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith and without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services and use all reasonable efforts in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by its, or resulting from the its employees’ or agents’, negligence, bad faith, fraud or fraud, willful misconduct or reckless disregard of the Transfer Agent, its officers or employeesduties hereunder. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2016 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2017 and terminating on December 31, 2022 2017 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent or the Trust be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 6.1. The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 6.2. In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Trust under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2017 shall be the date of this Agreement through December 31, 20212017, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2018 and terminating on December 31, 2022 2018 shall be the date of this Agreement through December 31, 20212017, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The In performing its responsibilities under this Agreement, the Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skillcare, care prudence, expertise and diligence such as a person having responsibility for providing transfer agent services to investment companies registered under the 1940 Act would exercise (the “Standard of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent Care”) but assumes no responsibility and shall have no liability for any error of judgment or mistake of law or not be liable for any loss or damagedamages (including losses or damages due to errors, including encoding and payment processing errors, resulting from ) arising out of the Transfer Agent’s performance of or nonperformance of failure to perform its duties hereunder unless solely caused by under this Agreement except to the extent such losses or resulting from damages arise out of the negligenceTransfer Agent’s willful misconduct, bad faith, fraud negligence or willful misconduct otherwise from a breach of the Transfer Agent, its officers or employeesthis Agreement. The parties agree that any encoding or payment processing errors shall be governed by this standard Standard of careCare, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Trust and the Portfolios under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2015 shall be the date of this Agreement through December 31, 20212015, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2016 and terminating on December 31, 2022 2016 shall be the date of this Agreement through December 31, 20212015, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 6.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent Agreement and agrees to exercise the reasonable level of care of a professional provider of transfer agency services, but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the negligence, bad faith, fraud its negligence or willful misconduct of the Transfer Agentany duties, obligations or responsibilities set forth in this Agreement or that of its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. Notwithstanding any other provision set forth herein, in no event shall either party be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, lost profits and attorneys’ fees) with respect to the services provided under any provision of this Agreement regardless of the form of action and even if the same were foreseeable. The Transfer Agent shall be liable for any loss to a Fund (except for special indirect, incidental, punitive or consequential damages) to the extent such loss results from a breach by the Transfer Agent of the standard care contained in this section 6.1 in the discharge of its obligations under this Agreement and subject to Section 6.2 below. 7.2 In any event6.2 Except as may otherwise be agreed to by the parties, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Trust under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 shall be the date of this Agreement through December 31, 2021, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 and terminating on December 31, 2022 shall be the date of this Agreement through December 31, 2021, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its gross negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2016 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2017 and terminating on December 31, 2022 2017 shall be the date of this Agreement through December 31, 20212016, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 6.1 The Transfer Agent shall at exercise reasonable care, prudence and diligence (the "Standard of Care") in carrying out all times act in good faith without negligence of its duties and agrees obligations under this Agreement, and shall be liable to the Trust or the Portfolios, as the case may be, for all losses, damages and expenses suffered or incurred by the Trust or the Portfolios resulting from the failure of the Transfer Agent to exercise the reasonable level Standard of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith, fraud or willful misconduct of the Transfer Agent, its officers or employeesCare. The parties agree that any encoding or payment processing errors shall be governed by this standard Standard of careCare, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 6.2 In no event shall the Transfer Agent or the Trust be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) arising in connection with this Agreement even if advised of the possibility of such damages. In any event, except as otherwise agreed to in writing by the parties hereto, the Transfer Agent’s 's cumulative liability for each calendar year (a “"Liability Period”") with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s 's or a Portfolio’s 's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “"Compensation Period” " shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s 's liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2013 shall be the date of this Agreement through December 31, 20212013, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2014 and terminating on December 31, 2022 2014 shall be the date of this Agreement through December 31, 20212013, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of transfer agency services in its performance of all services performed under this Agreement. The Transfer Agent , but assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from the performance or nonperformance of its duties hereunder unless solely said errors are caused by or resulting from the its gross negligence, bad faith, fraud or willful misconduct or that of the Transfer Agent, its officers employees or employeesagents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event, except as otherwise agreed to in writing by the parties hereto, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Trust under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 2017 shall be the date of this Agreement through December 31, 2021Information Classification: Limited Access 2017, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 2018 and terminating on December 31, 2022 2018 shall be the date of this Agreement through December 31, 20212017, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in In no event shall either party the Transfer Agent be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.

Standard of Care; Limitation of Liability. 7.1 The 6.1 In carrying out the provisions of this Agreement, the Transfer Agent shall at all times act in good faith without negligence and agrees to exercise the (i) with reasonable level of skill, care and diligence and in good faith, (ii) without negligence, fraud, willful misconduct, willful omission or bad faith, and at least at the same standard of care as the Transfer Agent provides for itself and its affiliates Information Classification: Limited Access (“Affiliates”) with respect to similar services, and (iii) with the level of skill and care which would be expected from a reasonably skilled and experienced professional provider of services similar to exchange-traded funds of transfer agency the services in its performance of all services performed provided under this Agreement. The Transfer Agent assumes no responsibility and shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damagedamage due to errors, including encoding and payment processing errors, resulting from unless and to the performance or nonperformance of its duties hereunder unless solely extent said errors are caused by or resulting from the negligence, bad faith, fraud or willful misconduct as a result of the Transfer Agent, its officers or employeesAgent failing to exercise such standard of care. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section. 7.2 In any event6.2 Except as may otherwise be agreed to by the parties, the Transfer Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services provided pursuant to Trust under this Agreement regardless of the form of action or legal theory shall be limited to the Transfer Agent’s its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust’s or a Portfolio’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided that such limitation on liability shall not apply to the Transfer Agent’s gross negligence or intentional misconduct. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period has have occurred. “Gross negligence” In no event shall mean conduct that rises to the level of reckless disregard of an obligation owed under this Agreement or reckless disregard in the discharge of such obligation. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2021 shall be the date of this Agreement through December 31, 2021, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2022 and terminating on December 31, 2022 shall be the date of this Agreement through December 31, 2021, calculated on an annualized basis. Except for actions of a party that constitute gross negligence or intentional misconduct, in no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.