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

Standard of Care; Limitation of Liability. (a) Responsibility for Losses. CFS shall be under no duty to take any action on behalf of a Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by CFS in writing. CFS shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from CFS, its employees’ or its agents’ willful misfeasance, bad faith or gross negligence in the performance of CFS’s duties under this Agreement, or by reason of reckless disregard of CFS, its employees’ or its agents’ obligations and duties hereunder. Notwithstanding the foregoing, the limitation on CFS’s liability shall not apply to the extent any loss or damage results from any fraud committed by CFS or any intentionally bad or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s obligations under this Agreement or can cause danger or harm) of CFS. Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) CFS shall not be liable for losses beyond its control, provided that CFS has acted in accordance with the standard of care set forth above; and (ii) CFS shall not be liable for (A) the validity or invalidity or authority or lack thereof of any oral or written instructions provided by the Fund, notice or other instrument which conforms to the applicable requirements of this Agreement, and which CFS reasonably believes to be genuine; or (B) subject to Section 15, delays or errors or loss of data occurring by reason of circumstances beyond CFS’s control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

Standard of Care; Limitation of Liability. (a) Responsibility for Losses. CFS Subject to the terms of this Section 16, PNC shall be under no duty liable to take the Fund (or any action on behalf person or entity claiming through the Fund) for damages only to the extent caused by PNC’s own intentional misconduct, lack of a Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by CFS in writing. CFS shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from CFS, its employees’ or its agents’ willful misfeasance, bad faith or gross negligence in the performance of CFS’s its duties under this AgreementAgreement (“Standard of Care”). In the absence of a finding to the contrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of PNC to meet its Standard of Care. (b) Neither PNC nor its affiliates shall be liable for damages (including without limitation damages caused by delays, failures, errors, interruptions or loss of data) occurring directly or indirectly by reason of reckless disregard circumstances beyond its reasonable control, including without limitation: acts of CFSGod; natural disasters, its employees’ such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or its agents’ obligations and duties hereunder. Notwithstanding inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; action by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; non-performance by third parties (other than subcontractors of PNC for causes other than those described herein); or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the foregoing, the limitation on CFS’s liability . PNC shall not apply take reasonable steps to the extent any loss or damage results from any fraud committed by CFS or any intentionally bad or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s resume its obligations under this Agreement as soon as reasonably practical. (c) PNC shall not be under any duty or can cause danger or harm) of CFS. Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) CFS obligation to inquire into and shall not be liable for losses beyond its controlthe validity or invalidity, provided that CFS has acted in accordance with the standard authority or lack thereof, or truthfulness or accuracy or lack thereof, of care set forth above; and (ii) CFS any instruction, direction, notice, instrument or other information which PNC reasonably believes to be genuine. PNC shall not be liable for (A) any damages that are caused by actions or omissions taken by PNC in accordance with Written Instructions or advice of the validity or invalidity or authority or lack thereof Fund’s counsel. PNC shall not be liable for any damages arising out of any oral action or written instructions provided omission to act by any prior service provider of the FundFund or for any failure to discover any such error or omission. (d) Neither PNC nor its affiliates shall be liable for any consequential, notice incidental, exemplary, punitive, special or indirect damages, (e) Each party shall have a duty to mitigate damages for which the other instrument which conforms to the applicable requirements party may become responsible. (f) This Section 16 shall survive termination of this Agreement, and which CFS reasonably believes to be genuine; or (B) subject to Section 15, delays or errors or loss of data occurring by reason of circumstances beyond CFS’s control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

Standard of Care; Limitation of Liability. (a) Responsibility for Losses. CFS shall be under no duty to take any action on behalf of a Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by CFS in writing. CFS 6.1 The Transfer Agent shall at all times act in good faith and agrees without negligence and shall be held to use a standard of reasonable care in carrying out its best efforts within reasonable limits to ensure the accuracy of all services performed duties under this Agreement, but assumes no responsibility and shall not be liable for any loss arising out or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, reckless misconduct, willful malfeasance or lack of any act or omission in carrying out its duties hereunder, except a loss resulting from CFS, its employees’ or its agents’ willful misfeasance, bad good faith or gross negligence in that of its employees or agents. 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. The Transfer Agent shall be responsible for the performance of CFS’s only such duties under as are set forth in this AgreementAgreement and shall have no responsibility for the actions or activities of any other party, including other service providers. The Transfer Agent shall have no liability for any error of judgment or by reason mistake of reckless disregard of CFS, its employees’ law or its agents’ obligations and duties hereunder. Notwithstanding the foregoing, the limitation on CFS’s liability shall not apply to the extent for any loss or damage results resulting from any fraud committed the performance or nonperformance of its duties hereunder unless caused by CFS or any intentionally bad resulting from the negligence, reckless misconduct, willful malfeasance or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s obligations under this Agreement or can cause danger or harm) lack of CFS. Without limiting the generality good faith of the foregoing Transfer Agent, its officers or of employees and, in such event, such liability will be subject to the limitations set forth in Section 6.2 herein. Notwithstanding any other provision of this AgreementAgreement to the contrary, (i) CFS in no event shall not either party be liable for any indirect, incidental, consequential, special, punitive, exemplary or enhanced damages of any kind or nature whatsoever (including loss of profit, goodwill, reputation, business opportunity or anticipated savings, or losses beyond its controlarising from any special circumstances of the other party or any other person) arising under this Agreement or under law or otherwise in connection with or in any way related to this Agreement or the subject matter hereof (including the provision of the services, provided that CFS and the performance, non- performance or breach of any obligation or duty owed by a party) whether or not such party (including each party’s relevant affiliates) has acted in accordance with been advised of, or otherwise might or should have anticipated, the standard possibility or likelihood of care such damages. The limitations of liability set forth above; and in this Section 6.1 shall apply regardless of the form or type of action in which a claim is brought or under which it is made, whether in contract, tort (ii) CFS shall not be liable for (A) the validity or invalidity or authority or lack thereof including negligence of any oral kind), warranty, strict liability, indemnity or written instructions any other legal or equitable grounds, and shall survive failure of an exclusive remedy. 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 this Agreement regardless of the form of action or legal theory shall be limited to two (2) times the total fees payable hereunder during the preceding 12-month period, for any liability or loss suffered by the Fund, notice Trust or other instrument which conforms to the applicable requirements Portfolios. 6.3 The limitation of liability contained herein shall survive the termination of this Agreement, and which CFS reasonably believes to be genuine; or (B) subject to Section 15, delays or errors or loss of data occurring by reason of circumstances beyond CFS’s control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

Standard of Care; Limitation of Liability. (a) Responsibility for Losses. CFS shall be under no duty to take any action on behalf of a Fund the Trust except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by CFS in writing. CFS shall at all times act in good faith and agrees to use its best efforts effect within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from CFS's, its employees’ ' or its agents’ ' willful misfeasance, bad faith or gross negligence in the performance of CFS’s 's duties under this Agreement, or by reason of reckless disregard of CFS's, its employees’ ' or its agents’ ' obligations and duties hereunder. Notwithstanding the foregoing, the limitation on CFS’s 's liability shall not apply to the extent any loss or damage results from any fraud committed by CFS or any intentionally bad or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s 's obligations under this Agreement or can cause danger or harm) of CFS. . (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) CFS shall not be liable for losses beyond its control, provided that CFS has acted in accordance with the standard of care set forth above; and (ii) CFS shall not be liable for (A) the validity or invalidity or authority or lack thereof of any oral or written instructions provided by the FundTrust, notice or other instrument which conforms to the applicable requirements of this Agreement, and which CFS reasonably believes to be genuine; or (B) subject to Section 1521, delays or errors or loss of data occurring by reason of circumstances beyond CFS’s 's control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) For purposes of this Agreement: (i) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") and the NAV at which the purchase or redemption is effected; (ii) NAV Differences and any CFS or other responsible party liability therefrom are to be calculated each time a Fund's (or class's) NAV is calculated; (iii) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error, Fund losses and gains shall be netted; and (iv) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund losses and gains for the fund's fiscal year shall be netted.

Standard of Care; Limitation of Liability. (a) Responsibility for Losses. CFS shall be under no duty to take any action on behalf of a Fund the Trust except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by CFS in writing. CFS shall at all times act in good faith and agrees to use its best efforts effect within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from CFS’s, its employees’ or its agents’ willful misfeasance, bad faith or gross negligence in the performance of CFS’s duties under this Agreement, or by reason of reckless disregard of CFS’s, its employees’ or its agents’ obligations and duties hereunder. Notwithstanding the foregoing, the limitation on CFS’s liability shall not apply to the extent any loss or damage results from any fraud committed by CFS or any intentionally bad or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s obligations under this Agreement or can cause danger or harm) of CFS. . (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) CFS shall not be liable for losses beyond its control, provided that CFS has acted in accordance with the standard of care set forth above; and (ii) CFS shall not be liable for (A) the validity or invalidity or authority or lack thereof of any oral or written instructions provided by the FundTrust, notice or other instrument which conforms to the applicable requirements of this Agreement, and which CFS reasonably believes to be genuine; or (B) subject to Section 1521, delays or errors or loss of data occurring by reason of circumstances beyond CFS’s control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) With respect to a Fund that does not value its assets in accordance with Rule 2a-7 under the 1940 Act (a money market fund), notwithstanding anything to the contrary in this Agreement, CFS shall not be liable to the Trust or any shareholder of the Trust for (i) any loss to the Trust if a NAV Difference for which CFS would otherwise be liable under this Agreement is less than $0.01 per Fund share or (ii) any loss to a shareholder of the Trust if the NAV Difference for which CFS would otherwise be liable under this Agreement is less than or equal to 0.005 (1/2 of 1%) or if the loss in the shareholder’s account with the Trust is less than or equal to $10. Any loss for which CFS is determined to be liable hereunder shall be reduced by the amount of gain which inures to shareholders, whether to be collected by the Trust or not. For purposes of this Agreement: (i) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption is effected; (ii) NAV Differences and any CFS or other responsible party liability therefrom are to be calculated each time a Fund’s (or class’s) NAV is calculated; (iii) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error, Fund losses and gains shall be netted; and (iv) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund losses and gains for the fund’s fiscal year shall be netted.

Standard of Care; Limitation of Liability. (a) Responsibility for Losses. CFS Subject to the terms of this Section 10, Administrator shall be under no duty liable to take the Fund (or any action on behalf of a Fund except as necessary person or entity claiming through the Fund) for damages only to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to the extent caused by CFS in writing. CFS shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from CFS, its employees’ or its agents’ willful misfeasanceAdministrator’s own intentional misconduct, bad faith or faith, gross negligence in the performance or reckless disregard of CFS’s its duties under this AgreementAgreement (“Standard of Care”). (b) Neither party shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of reckless disregard circumstances beyond its reasonable control, including without limitation acts of CFSGod; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, its employees’ loss or its agents’ obligations and duties hereundermalfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Notwithstanding the foregoing, if a party is unable to perform hereunder due to one of the limitation on CFS’s liability events listed in this section, such party will use reasonable commercial efforts to notify the other party of its inability to perform and will use reasonable commercial efforts to recommence performance as soon as practicable. (c) Administrator shall not apply be under any duty or obligation to the extent any loss or damage results from any fraud committed by CFS or any intentionally bad or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s obligations under this Agreement or can cause danger or harm) of CFS. Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) CFS inquire into and shall not be liable for losses beyond its controlthe validity or invalidity, provided that CFS has acted in accordance with the standard authority or lack thereof, or truthfulness or accuracy or lack thereof, of care set forth above; and (ii) CFS any instruction, direction, notice, instrument or other information which Administrator reasonably believes to be genuine. Administrator shall not be liable for (A) the validity any damages that are caused by actions or invalidity omissions taken by Administrator in accordance with Written Instructions or authority or lack thereof advice of counsel. Administrator shall not be liable for any damages arising out of any oral action or written instructions provided omission to act by any prior service provider of the Fund, notice Fund or other instrument which conforms for any failure to discover any such error or omission. (d) Neither party nor its affiliates shall be liable to the applicable requirements other party for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party or its affiliates. (e) No party may assert a cause of action against Administrator or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (f) Each party shall have a duty to mitigate damages for which the other party may become responsible. (g) This Section 10 shall survive termination of this Agreement, and which CFS reasonably believes to be genuine; or (B) subject to Section 15, delays or errors or loss of data occurring by reason of circumstances beyond CFS’s control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

Standard of Care; Limitation of Liability. (a) Responsibility for Losses. CFS FFC shall be under no duty to take any action on behalf of a Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by CFS in writing. CFS shall at all times act in good faith and agrees to use its best judgment and efforts within reasonable limits to ensure in rendering the accuracy of all services performed under described in this Agreement, but assumes no responsibility . FFC shall not be liable to the Trust for any loss arising out action or inaction of any act or omission FFC in carrying out its duties hereunderthe absence of bad faith, except a loss resulting from CFS, its employees’ or its agents’ willful misfeasance, bad faith misconduct or gross negligence or based upon information, instructions or requests made to FFC by a duly authorized officer of the Trust who is not an officer or employee of FFC or its affiliates. FFC shall not be responsible or liable for any failure or delay in the performance of CFS’s duties under this Agreement, or by reason of reckless disregard of CFS, its employees’ or its agents’ obligations and duties hereunder. Notwithstanding the foregoing, the limitation on CFS’s liability shall not apply to the extent any loss or damage results from any fraud committed by CFS or any intentionally bad or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s obligations under this Agreement or can cause danger or harm) of CFS. Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) CFS shall not be liable for losses caused by circumstances beyond its reasonable control. (b) The Trust agrees to indemnify and hold harmless FFC, provided its employees, agents, officers and directors against and from any and all claims, demands, actions, suits, judgments, losses, charges (including attorneys' fees) and other reasonable expenses arising out of FFC's actions or omissions that CFS has acted in accordance are consistent with the standard of care set forth above; and in paragraph (iia) CFS shall not be liable for (A) the validity or invalidity or authority or lack thereof of any oral or written instructions provided by the Fund, notice or other instrument which conforms to the applicable requirements of this Agreementsection. (c) FFC agrees to indemnify and hold harmless the Trust, its employees, agents, officers and directors against and from any and all claims, demands, actions, suits, judgments, losses, charges (including attorneys' fees) and other reasonable expenses arising out of FFC's actions or omissions that are not consistent with the standard of care set forth in paragraph (a) of this section. (d) Neither party shall be required to indemnify the other if, prior to confessing any claim against it which may be subject to indemnification, the indemnified party does not give the indemnifying party written notice of, and which CFS reasonably believes reasonable opportunity to be genuine; or (B) subject to Section 15defend against, delays or errors or loss of data occurring by reason of circumstances beyond CFS’s control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supplyclaim.

Standard of Care; Limitation of Liability. (ai) Responsibility for Losses. CFS FSI shall be under no duty to take any action on behalf of a Fund the Trust except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by CFS FSI in writing. CFS FSI shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from CFSFSI’s, its employees’ or its agents’ willful misfeasance, bad faith or gross negligence in the performance of CFSFSI’s duties under this Agreement, or by reason of reckless disregard of CFSFSI’s, its employees’ or its agents’ obligations and duties hereunder. Notwithstanding the foregoing, the limitation on CFSFSI’s liability shall not apply to the extent any loss or damage results from any fraud committed by CFS FSI or any intentionally bad or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s obligations under this Agreement or can cause danger or harm) of CFS. FSI. (ii) Without limiting the generality of the foregoing or of any other provision of this Agreement, (iA) CFS FSI shall not be liable for losses beyond its control, provided that CFS FSI has acted in accordance with the standard of care set forth above; and (iiB) CFS FSI shall not be liable for (A1) the validity or invalidity or authority or lack thereof of any oral or written instructions provided by the FundTrust, notice or other instrument which conforms to the applicable requirements of this Agreement, and which CFS FSI reasonably believes to be genuine; or (B2) subject to Section 1521, delays or errors or loss of data occurring by reason of circumstances beyond CFSFSI’s control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (iii) With respect to a Fund that does not value its assets in accordance with Rule 2a-7 under the 1940 Act (a money market fund), notwithstanding anything to the contrary in this Agreement, FSI shall not be liable to the Trust or any shareholder of the Trust for (A) any loss to the Trust if a NAV Difference (defined below) for which FSI would otherwise be liable under this Agreement is less than $0.01 per Fund share or (B) any loss to a shareholder of the Trust if the NAV Difference for which FSI would otherwise be liable under this Agreement is less than or equal to 0.005 (1/2 of 1%) or if the loss in the shareholder’s account with the Trust is less than or equal to $10. Any loss for which FSI is determined to be liable hereunder shall be reduced by the amount of gain which inures to shareholders, whether to be collected by the Trust or not. (iv) For purposes of this Agreement: (A) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption is effected; (B) NAV Differences and any FSI or other responsible party liability therefrom are to be calculated each time a Fund’s (or class’s) NAV is calculated; (C) in calculating any NAV Difference for which FSI would otherwise be liable under this Agreement for a particular NAV error, Fund losses and gains shall be netted; and (D) in calculating any NAV Difference for which FSI would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund losses and gains for the fund’s fiscal year shall be netted.

Standard of Care; Limitation of Liability. (a) Responsibility for Losses. CFS Subject to the terms of this Section 10, PNC shall be under no duty liable to take the Fund (or any action on behalf of a Fund except as necessary person or entity claiming through the Fund) for damages only to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to the extent caused by CFS in writing. CFS shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from CFS, its employees’ or its agents’ willful misfeasancePNC’s own intentional misconduct, bad faith or faith, gross negligence in the performance or reckless disregard of CFS’s its duties under this AgreementAgreement (“Standard of Care”). (b) Neither party shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of reckless disregard circumstances beyond its reasonable control, including without limitation acts of CFSGod; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, its employees’ loss or its agents’ obligations and duties hereundermalfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Notwithstanding the foregoing, if a party is unable to perform hereunder due to one of the limitation on CFS’s liability events listed in this section, such party will use reasonable commercial efforts to notify the other party of its inability to perform and will use reasonable commercial efforts to recommence performance as soon as practicable. (c) PNC shall not apply be under any duty or obligation to the extent any loss or damage results from any fraud committed by CFS or any intentionally bad or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s obligations under this Agreement or can cause danger or harm) of CFS. Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) CFS inquire into and shall not be liable for losses beyond its controlthe validity or invalidity, provided that CFS has acted in accordance with the standard authority or lack thereof, or truthfulness or accuracy or lack thereof, of care set forth above; and (ii) CFS any instruction, direction, notice, instrument or other information which PNC reasonably believes to be genuine. PNC shall not be liable for (A) the validity any damages that are caused by actions or invalidity omissions taken by PNC in accordance with Written Instructions or authority or lack thereof advice of counsel. PNC shall not be liable for any damages arising out of any oral action or written instructions provided omission to act by any prior service provider of the Fund, notice Fund or other instrument which conforms for any failure to discover any such error or omission. (d) Neither party nor its affiliates shall be liable to the applicable requirements other party for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party or its affiliates. (e) No party may assert a cause of action against PNC or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (f) Each party shall have a duty to mitigate damages for which the other party may become responsible. (g) This Section 10 shall survive termination of this Agreement, and which CFS reasonably believes to be genuine; or (B) subject to Section 15, delays or errors or loss of data occurring by reason of circumstances beyond CFS’s control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

Standard of Care; Limitation of Liability. (a) Responsibility for Losses. CFS shall be under no duty to take any action on behalf of a Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by CFS in writing. CFS shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from CFS, its employees’ or its agents’ willful misfeasance, bad faith or gross negligence in the performance of CFS’s duties under this Agreement, or by reason of reckless disregard of CFS, its employees’ or its agents’ obligations and duties hereunder. Notwithstanding the foregoing, the limitation on CFS’s liability shall not apply to the extent any loss or damage results from any fraud committed by CFS or any intentionally bad or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s obligations under this Agreement or can cause danger or harm) of CFS. Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) CFS shall not be liable for losses beyond its control, provided that CFS has acted in accordance with the standard of care set forth above; and (ii) CFS shall not be liable for (A) the validity or invalidity or authority or lack thereof of any oral or written instructions provided by the Fund, notice or other instrument which conforms to the applicable requirements of this Agreement, and which CFS reasonably believes to be genuine; or (B) subject to Section 15, delays or errors or loss of data occurring by reason of circumstances beyond CFS’s control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (b) Limitations on Liability. (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Standard of Care; Limitation of Liability. (ai) Responsibility for Losses. CFS shall be under no duty to take any action on behalf of a Fund the Trust except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by CFS in writing. CFS shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from CFS’s, its employees’ or its agents’ willful misfeasance, bad faith or gross negligence in the performance of CFS’s duties under this Agreement, or by reason of reckless disregard of CFS’s, its employees’ or its agents’ obligations and duties hereunder. Notwithstanding the foregoing, the limitation on CFS’s liability shall not apply to the extent any loss or damage results from any fraud committed by CFS or any intentionally bad or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s obligations under this Agreement or can cause danger or harm) of CFS. . (ii) Without limiting the generality of the foregoing or of any other provision of this Agreement, (iA) CFS shall not be liable for losses beyond its control, provided that CFS has acted in accordance with the standard of care set forth above; and (iiB) CFS shall not be liable for (A1) the validity or invalidity or authority or lack thereof of any oral or written instructions provided by the FundTrust, notice or other instrument which conforms to the applicable requirements of this Agreement, and which CFS reasonably believes to be genuine; or (B2) subject to Section 1521, delays or errors or loss of data occurring by reason of circumstances beyond CFS’s control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (iii) With respect to a Fund that does not value its assets in accordance with Rule 2a-7 under the 1940 Act (a money market fund), notwithstanding anything to the contrary in this Agreement, CFS shall not be liable to the Trust or any shareholder of the Trust for (A) any loss to the Trust if a NAV Difference (defined below) for which CFS would otherwise be liable under this Agreement is less than $0.01 per Fund share or (B) any loss to a shareholder of the Trust if the NAV Difference for which CFS would otherwise be liable under this Agreement is less than or equal to 0.005 (1/2 of 1%) or if the loss in the shareholder’s account with the Trust is less than or equal to $10. Any loss for which CFS is determined to be liable hereunder shall be reduced by the amount of gain which inures to shareholders, whether to be collected by the Trust or not. (iv) For purposes of this Agreement: (A) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption is effected; (B) NAV Differences and any CFS or other responsible party liability therefrom are to be calculated each time a Fund’s (or class’s) NAV is calculated; (C) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error, Fund losses and gains shall be netted; and (D) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund losses and gains for the fund’s fiscal year shall be netted.

Standard of Care; Limitation of Liability. (ai) Responsibility for Losses. CFS shall be under no duty to take any action on behalf of a Fund the Trust except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by CFS in writing. CFS shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from CFS's, its employees’ ' or its agents’ ' willful misfeasance, bad faith or gross negligence in the performance of CFS’s 's duties under this Agreement, or by reason of reckless disregard of CFS's, its employees’ ' or its agents’ ' obligations and duties hereunder. Notwithstanding the foregoing, the limitation on CFS’s 's liability shall not apply to the extent any loss or damage results from any fraud committed by CFS or any intentionally bad or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s 's obligations under this Agreement or can cause danger or harm) of CFS. . (ii) Without limiting the generality of the foregoing or of any other provision of this Agreement, (iA) CFS shall not be liable for losses beyond its control, provided that CFS has acted in accordance with the standard of care set forth above; and (iiB) CFS shall not be liable for (A1) the validity or invalidity or authority or lack thereof of any oral or written instructions provided by the FundTrust, notice or other instrument which conforms to the applicable requirements of this Agreement, and which CFS reasonably believes to be genuine; or (B2) subject to Section 1521, delays or errors or loss of data occurring by reason of circumstances beyond CFS’s 's control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (iv) For purposes of this Agreement: (A) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") and the NAV at which the purchase or redemption is effected; (B) NAV Differences and any CFS or other responsible party liability therefrom are to be calculated each time a Fund's (or class's) NAV is calculated; (C) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error, Fund losses and gains shall be netted; and (D) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund losses and gains for the fund's fiscal year shall be netted.

Standard of Care; Limitation of Liability. (a) Responsibility for Losses. CFS shall be under no duty to take any action on behalf of a Fund the Company except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by CFS in writing. CFS shall at all times act in good faith and agrees to use its best efforts effect within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from CFS's, its employees’ ' or its agents’ ' willful misfeasance, bad faith or gross negligence in the performance of CFS’s 's duties under this Agreement, or by reason of reckless disregard of CFS's, its employees’ ' or its agents’ ' obligations and duties hereunder. Notwithstanding the foregoing, the limitation on CFS’s 's liability shall not apply to the extent any loss or damage results from any fraud committed by CFS or any intentionally bad or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s 's obligations under this Agreement or can cause danger or harm) of CFS. . (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) CFS shall not be liable for losses beyond its control, provided that CFS has acted in accordance with the standard of care set forth above; and (ii) CFS shall not be liable for (A) the validity or invalidity or authority or lack thereof of any oral or written instructions provided by the FundCompany, notice or other instrument which conforms to the applicable requirements of this Agreement, and which CFS reasonably believes to be genuine; or (B) subject to Section 1521, delays or errors or loss of data occurring by reason of circumstances beyond CFS’s 's control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) For purposes of this Agreement: (i) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") and the NAV at which the purchase or redemption is effected; (ii) NAV Differences and any CFS or other responsible party liability therefrom are to be calculated each time a Fund's (or class's) NAV is calculated; (iii) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error, Fund losses and gains shall be netted; and (iv) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund losses and gains for the fund's fiscal year shall be netted.

Standard of Care; Limitation of Liability. (a) Responsibility for Losses. CFS FSI shall be under no duty to take any action on behalf of a Fund the Company except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by CFS FSI in writing. CFS FSI shall at all times act in good faith and agrees to use its best efforts effect within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from CFSFSI’s, its employees’ or its agents’ willful misfeasance, bad faith or gross negligence in the performance of CFSFSI’s duties under this Agreement, or by reason of reckless disregard of CFSFSI’s, its employees’ or its agents’ obligations and duties hereunder. Notwithstanding the foregoing, the limitation on CFSFSI’s liability shall not apply to the extent any loss or damage results from any fraud committed by CFS FSI or any intentionally bad or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s obligations under this Agreement or can cause danger or harm) of CFS. FSI. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) CFS FSI shall not be liable for losses beyond its control, provided that CFS FSI has acted in accordance with the standard of care set forth above; and (ii) CFS FSI shall not be liable for (A) the validity or invalidity or authority or lack thereof of any oral or written instructions provided by the FundCompany, notice or other instrument which conforms to the applicable requirements of this Agreement, and which CFS FSI reasonably believes to be genuine; or (B) subject to Section 1521, delays or errors or loss of data occurring by reason of circumstances beyond CFSFSI’s control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) With respect to a Fund that does not value its assets in accordance with Rule 2a-7 under the 1940 Act (a money market fund), notwithstanding anything to the contrary in this Agreement, FSI shall not be liable to the Company or any shareholder of the Company for (i) any loss to the Company if a NAV Difference for which FSI would otherwise be liable under this Agreement is less than $0.01 per Fund share or (ii) any loss to a shareholder of the Company if the NAV Difference for which FSI would otherwise be liable under this Agreement is less than or equal to 0.005 (1/2 of 1%) or if the loss in the shareholder’s account with the Company is less than or equal to $10. Any loss for which FSI is determined to be liable hereunder shall be reduced by the amount of gain which inures to shareholders, whether to be collected by the Company or not. For purposes of this Agreement: (i) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption is effected; (ii) NAV Differences and any FSI or other responsible party liability therefrom are to be calculated each time the Fund’s NAV is calculated; (iii) in calculating any NAV Difference for which FSI would otherwise be liable under this Agreement for a particular NAV error, Fund losses and gains shall be netted; and (iv) in calculating any NAV Difference for which FSI would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund losses and gains for the Fund’s fiscal year shall be netted.

Standard of Care; Limitation of Liability. (a) Responsibility for Losses. CFS shall be under no duty to take any action on behalf of a Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by CFS in writing. CFS 9.1 The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for any loss arising out of any act or omission in carrying out Losses due to errors, including encoding and payment processing errors, unless said errors are caused by its duties hereunder, except a loss resulting from CFS, its employees’ or its agents’ willful misfeasancenegligence, bad faith faith, or gross negligence in willful misconduct or that of its employees or agents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the performance Uniform Commercial Code is superseded by SECTION 9 of CFS’s duties under this Agreement. This standard of care also shall apply to Exception Services, or by reason of reckless disregard of CFSas defined in SECTION 2.3 herein, its employees’ or its agents’ obligations but such application shall take into consideration the manual processing involved in, and duties hereunder. time sensitive nature of, Exception Services. 9.2 Notwithstanding the foregoing, the limitation Transfer Agent's aggregate liability during any term of this Agreement with respect to any Losses, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided by the Transfer Agent under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the aggregate of the amounts actually received by the Transfer Agent as fees and charges, but not including reimbursable out of pocket expenses, under this Agreement during the six (6) calendar months immediately preceding the first event for which recovery from the Transfer Agent is being sought. 9.3 The limitations on CFS’s liability set forth in Section 9.2 shall not apply to the extent any loss or damage results Losses resulting from (a) any fraud committed by CFS the Transfer Agent's employees; or (b) any intentionally bad intentional or malicious or malevolent acts of the Transfer Agent's employees (that is, those acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s obligations under this Agreement or can cause danger or harm); or (c) of CFS. Without limiting the generality any claim that any aspect of the foregoing services or systems provided under, and used within the scope of, this Agreement infringes any U.S. patent, copyright, trade secret or other intellectual property rights. With respect to any claims under subparagraph (c), however, the Transfer Agent may, in its sole and absolute discretion, either (i) procure for the Fund a right to continue to use such service or system, or (ii) replace or modify the service or system so as to be non-infringing without materially affecting the functions of the service or system, or (iii) if, in the Transfer Agent's reasonable discretion, the actions described in (i) and (ii) are not capable of being accomplished on commercially reasonable terms, terminate this Agreement with respect to affected service or system. Notwithstanding the foregoing, with respect to subparagraph (c) above, the Transfer Agent shall have no liability for any claim which is based upon a modification of a service or system by anyone other provision than Transfer Agent, use of such service or system other than in accordance with the terms of this Agreement, (i) CFS shall or use of such service or system in combination with other software or hardware not be liable for losses beyond its control, provided that CFS has acted in accordance with the standard of care set forth above; and (ii) CFS shall not be liable for (A) the validity or invalidity or authority or lack thereof of any oral or written instructions provided by the Fund, notice Transfer Agent if infringement could have been avoided by not using the service or system in combination with such other instrument which conforms to the applicable requirements of this Agreement, and which CFS reasonably believes to be genuine; software or (B) subject to Section 15, delays or errors or loss of data occurring by reason of circumstances beyond CFS’s control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supplyhardware.

Standard of Care; Limitation of Liability. (a) Responsibility for Losses. CFS shall be under no duty to take any action on behalf of a Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by CFS in writing. CFS shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from CFS, its employees’ or its agents’ willful misfeasance, bad faith or gross negligence in the performance of CFS’s duties under this Agreement, or by reason of reckless disregard of CFS, its employees’ or its agents’ obligations and duties hereunder. Notwithstanding the foregoing, the limitation on CFS’s liability shall not apply to the extent any loss or damage results from any fraud committed by CFS or any intentionally bad or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s person’s obligations under this Agreement or can cause danger or harm) of CFS. Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) CFS shall not be liable for losses beyond its control, provided that CFS has acted in accordance with the standard of care set forth above; and (ii) CFS shall not be liable for (A) the validity or invalidity or authority or lack thereof of any oral or written instructions provided by the Fund, notice or other instrument which conforms to the applicable requirements of this Agreement, and which CFS reasonably believes to be genuine; or (B) subject to Section 15, delays or errors or loss of data occurring by reason of circumstances beyond CFS’s control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

Standard of Care; Limitation of Liability. (a) Responsibility for Losses. CFS shall be under no duty to take any action on behalf of SFS or a Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by CFS in writing. CFS shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from CFS, its employees’ or its agents’ willful misfeasance, bad faith or gross negligence in the performance of CFS’s duties under this Agreement, or by reason of reckless disregard of CFS, its employees’ or its agents’ obligations and duties hereunder. Notwithstanding the foregoing, the limitation on CFS’s liability shall not apply to the extent any loss or damage results from any fraud committed by CFS or any intentionally bad or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such person’s obligations under this Agreement or can cause danger or harm) of CFS. Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) CFS shall not be liable for losses beyond its control, provided that CFS has acted in accordance with the standard of care set forth above; and (ii) CFS shall not be liable for (A) the validity or invalidity or authority or lack thereof of any oral or written instructions provided by the SFS or a Fund, notice or other instrument which conforms to the applicable requirements of this Agreement, and which CFS reasonably believes to be genuine; or (B) subject to Section 15, delays or errors or loss of data occurring by reason of circumstances beyond CFS’s control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.