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

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 10, BNYM shall be liable to the Administrator, the Funds (or any person or entity claiming through the Funds) for damages only to the extent caused by BNYM’s own intentional misconduct, willful misfeasance, bad faith or negligence with respect to its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”). (b) BNYM’s cumulative maximum liability to the Administrator, the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four (24) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) BNYM 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur. (d) BNYM shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM reasonably believes to be genuine. BNYM shall not be liable for any damages that are caused by actions or omissions taken by BNYM in accordance with Written Instructions or written advice of counsel. BNYM shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (e) Neither party nor its affiliates (including each Fund) shall be liable 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. (f) No party to this Agreement may assert a cause of action against the other party or any of its affiliates that allegedly occurred more than 36 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) This Section 10 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 10, BNYM shall be liable to the Administrator, Administrator or the Funds (or any person or entity claiming through the Funds) for damages Loss only to the extent the Loss is caused by BNYM’s own intentional misconduct, willful misfeasance, bad faith faith, or negligence with respect to in the performance of its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”). (b) BNYM’s cumulative maximum liability to the Administrator, the Funds Funds, and any person or entity claiming through the Funds for any lossLosses, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) theory, shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four (24) 24 months immediately prior to the date of such LossLoss Date. If BNYM has provided services for less than twenty-four (24) 24 months immediately prior to the date of such LossLoss Date, then BNYM’s any Losses shall not exceed the fees BNYM it would reasonably be expected to receive have received for the services provided hereunder during the first twenty-four (24) 24 months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) BNYM Neither party or its Affiliates shall not be liable for damages any Loss (including without limitation damages Loss caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of Godlimitation: natural disasters; epidemics; action or inaction of civil or military authority; national emergencieswar, terrorism, riots or insurrection; public enemycriminal acts; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotionjob action by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated third party; failure parties (other than subcontractors of the mailsBNYM for causes other than those described herein); or functions or malfunctions of the internet, firewalls, encryption systems systems, or security devices caused by any of the aboveforegoing (all and any of the foregoing being an “Event Beyond Reasonable Control”). Notwithstanding The affected Party shall be excused from any non-performance caused by the foregoing, however, BNYM shall Event Beyond Reasonable Control for so long as the Event Beyond Reasonable Control or damages caused by it persists and such party continues to use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in attempt to perform the event any of the above circumstances occurobligation so impacted. (d) BNYM shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereofaccuracy, of any instruction, direction, notice, and instrument or other information provided by the Administrator which BNYM reasonably believes to be genuine. BNYM shall not be liable for any damages that are caused by actions or omissions taken by BNYM it causes when acting in accordance with Written Instructions provided by the Administrator or written a Fund, or advice of counselcounsel received pursuant to Section 3 above. BNYM shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (e) Neither party nor its affiliates Affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special special, or indirect damages, whether or not such party or its affiliates knew or should have known of the likelihood of such damages was known by such party or its affiliatesdamages. (f) No Neither party to this Agreement nor its Affiliates may assert a cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other party or any of its affiliates that allegedly occurred Affiliates more than 36 months immediately prior to after the filing of first event or occurrence comprising the suit (or, if applicable, commencement of arbitration proceedings) alleging such conduct or alleged conduct upon which the cause of actionaction is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) This Section 10 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 10, BNYM shall be liable to the Administrator, the Funds (or any person or entity claiming through the Funds) for damages only to the extent caused by BNYM’s own intentional misconduct, willful misfeasance, bad faith or gross negligence with respect to its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”). (b) BNYM’s 's cumulative maximum liability to the Administrator, the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four twelve (2412) months immediately prior to the date of the first such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) BNYM 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur. (d) BNYM shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM reasonably believes to be genuine. BNYM shall not be liable for any damages that are caused by actions or omissions taken by BNYM in accordance with Written Instructions or written advice of counsel. BNYM shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (e) Neither party BNYM nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party BNYM or its affiliates. (f) No party to this Agreement may assert a cause of action against the other party BNYM or any of its affiliates that allegedly occurred more than 36 15 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) This Section 10 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 10, BNYM PNC shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYMPNC’s own intentional misconduct, willful misfeasancebad faith, bad faith negligence or negligence with respect to reckless disregard of its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”). (b) BNYMPNC’s cumulative maximum liability to the Administrator, the Funds Fund and any person or entity claiming through the Funds Fund for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM PNC for services provided hereunder during the twenty-four fifteen (2415) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) BNYM Subject to Section 8 of this Agreement, PNC 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur. (d) BNYM PNC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PNC reasonably believes to be genuine. BNYM PNC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PNC in accordance with Written Instructions or written advice of counsel. BNYM PNC shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (e) Neither party PNC nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party PNC or its affiliates. (f) No party to this Agreement may assert a cause of action against the other party PNC or any of its affiliates that allegedly occurred more than 36 12 months immediately prior to after the filing of Company discovered, or reasonably should have discovered, facts that would constitute the suit (or, if applicable, commencement of arbitration proceedings) alleging basis for such cause of action. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) This Section 10 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) BNY Mellon shall be obligated to exercise reasonable care and diligence in the performance of its duties hereunder and to act in good faith in performing services provided for under this Agreement. Subject to the terms of this Section 1011, BNYM BNY Mellon shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYMBNY Mellon’s breach of this Agreement or its own intentional misconduct, willful misfeasance, bad faith faith, or negligence with respect to its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”). (b) BNYM’s cumulative maximum liability to the Administrator, the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four (24) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) BNYM BNY Mellon 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur. (dc) BNYM BNY Mellon shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM BNY Mellon reasonably believes to be genuine. BNYM BNY Mellon shall not be liable for any damages that are caused by actions or omissions taken by BNYM BNY Mellon in accordance with Written Instructions or written advice of counsel. BNYM BNY Mellon shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (ed) Neither party BNY Mellon nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party BNY Mellon or its affiliates. (f) No party to this Agreement may assert a cause of action against the other party or any of its affiliates that allegedly occurred more than 36 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (ge) Each party shall have a duty to mitigate damages for which the other party may become responsible. (hf) This Section 10 11 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 10, BNYM the Administrator shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYMthe Administrator’s own intentional misconduct, willful misfeasance, bad faith or gross negligence with respect to its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”). (b) BNYMThe Administrator’s cumulative maximum liability to the Administrator, the Funds Fund and any person or entity claiming through the Funds Fund for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM the Administrator for services provided hereunder during the twenty-twenty four (24) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) For purposes of clarification, in the event a Loss occurs prior to the end of 24 months immediately subsequent to the date of this Agreement, this amount shall be calculated on a pro forma basis based upon the fees actually paid to the Administrator pursuant to this Agreement prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) BNYM Neither party to this Agreement nor its affiliates 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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 aboveabove (all and any of the foregoing being an “Event Beyond Reasonable Control”). Notwithstanding Upon the foregoingoccurrence of an Event Beyond Reasonable Control, however, BNYM the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in attempt to perform the event any of the above circumstances occurobligation so impacted. (d) BNYM The Administrator shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by which the Administrator which BNYM reasonably believes to be genuine. BNYM The Administrator shall not be liable for any damages that are caused by actions or omissions taken by BNYM the Administrator in accordance with Written Instructions or written advice of counsel. BNYM The Administrator shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (e) Neither party to this Agreement nor its affiliates (including each Fund) shall be liable 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. (f) No Neither party to this Agreement nor its affiliates may assert a cause of action against the other party to this Agreement or any of its affiliates that allegedly occurred more than 36 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) This Section 10 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 10, BNYM the Administrator shall not be liable to for any costs, expenses, damages, liabilities or claims, including reasonable attorneys’ and accountants’ fees (collectively, “Losses”), incurred by or asserted against the Fund, except those Losses arising out of the Administrator, the Funds (’s or any person or entity claiming through the Funds) for damages only an Administrator affiliate’s failure to the extent caused by BNYM’s own intentional misconductact in good faith in a commercially reasonable manner and without negligence, willful misfeasance, bad faith misfeasance or negligence with respect to its duties under this Agreement or its reckless disregard of such duties willful misconduct (“Standard of Care”). (b) BNYMThe Administrator’s cumulative maximum liability to the Administrator, the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those and all Losses arising out of or related to this Agreement) Agreement and regardless of the form of action or legal theory (“Loss”) theory, other than Losses incurred as a result of Administrator’s own intentional misconduct, bad faith or fraud, shall not exceed the fees received by BNYM the Administrator for services provided hereunder during the twenty-four eighteen (2418) months immediately prior to the date of the first such Loss. If BNYM ; provided that if this Agreement has provided services not been effective for less than twenty-four eighteen (2418) months immediately prior months, such amount shall be calculated based on the average amount of monthly fees for such period as the Agreement shall have been in effect applied to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four a eighteen (2418) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYMmonth period. (c) BNYM Subject to the Administrator’s compliance with the Standard of Care, the Administrator 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur. (d) BNYM Provided that the Administrator acts within the Standard of Care, the Administrator shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by which the Administrator which BNYM reasonably believes to be genuine. BNYM Provided that the Administrator acts within the Standard of Care, the Administrator shall not be liable for any damages that are caused by actions or omissions taken by BNYM the Administrator in accordance with Written Instructions or written advice Instructions. Provided that the Administrator acts within the Standard of counsel. BNYM Care, the Administrator shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (e) Neither party the Fund nor its the Administrator or their respective affiliates (including each Fund) shall be liable to each other for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party the Fund, the Administrator or its their respective affiliates. (f) No party to this Agreement may assert a cause of action against the other party or any of its affiliates that allegedly occurred more than 36 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (hg) This Section 10 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 10, BNYM PNC shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYMPNC’s own intentional misconduct, willful misfeasancebad faith, bad faith negligence or negligence with respect to reckless disregard of its duties under this Agreement or its reckless disregard of such duties (“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) BNYMPNC’s cumulative maximum liability to the Administrator, the Funds Fund and any person or entity claiming through the Funds Fund for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM PNC for services provided hereunder during the twenty-four fifteen (2415) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) BNYM Subject to Section 8 of this Agreement, PNC 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur. (d) BNYM PNC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PNC reasonably believes to be genuine. BNYM PNC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PNC in accordance with Written Instructions or written advice of counsel. BNYM PNC shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (e) Neither party PNC nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party PNC or its affiliates. (f) No party to this Agreement may assert a cause of action against the other party PNC or any of its affiliates that allegedly occurred more than 36 12 months immediately prior to after the filing of Company discovered, or reasonably should have discovered, facts that would constitute the suit (or, if applicable, commencement of arbitration proceedings) alleging basis for such cause of action. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) This Section 10 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 1012, BNYM PFPC shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYMPFPC’s own intentional misconduct, willful misfeasance, bad faith faith, gross negligence or negligence with respect to reckless disregard of its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”). (b) BNYMPFPC’s cumulative maximum liability to the Administrator, the Funds Fund and any person or entity claiming through the Funds Fund for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM PFPC for services provided hereunder during the twenty-four eighteen (2418) months immediately prior to the date of such Loss. If BNYM has ; provided services that PFPC’s cumulative maximum liability for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s all Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM$1,000,000. (c) BNYM PFPC 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated a third partyparty except any third party that PFPC is permitted to engage to assist it in performing services pursuant to the terms of this Agreement; 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, however, BNYM PFPC shall use commercially reasonable efforts to mitigate not be liable for any damages and restore service as soon as reasonably possible in the event any of the above circumstances occuroccurring directly or indirectly by third party pricing vendors. (d) BNYM PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PFPC reasonably believes to be genuine. BNYM PFPC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PFPC in accordance with Written Instructions or written advice of counsel. BNYM PFPC shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (e) Neither party PFPC nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party PFPC or its affiliates. (f) No party to this Agreement may assert a cause of action against the other party PFPC or any of its affiliates that allegedly occurred more than 36 24 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) This Section 10 12 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) PNC shall be obligated to exercise reasonable care and diligence in the performance of its duties hereunder and to act in good faith in performing services provided for under this Agreement. Subject to the terms of this Section 1011, BNYM PNC shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYMPNC’s breach of this Agreement or its own intentional misconduct, willful misfeasance, bad faith faith, or negligence with respect to its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”). (b) BNYM’s cumulative maximum liability to the Administrator, the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four (24) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) BNYM PNC 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur. (dc) BNYM PNC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PNC reasonably believes to be genuine. BNYM PNC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PNC in accordance with Written Instructions or written advice of counsel. BNYM PNC shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (ed) Neither party PNC nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party PNC or its affiliates. (f) No party to this Agreement may assert a cause of action against the other party or any of its affiliates that allegedly occurred more than 36 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (ge) Each party shall have a duty to mitigate damages for which the other party may become responsible. (hf) This Section 10 11 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 1012, BNYM PFPC shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYMPFPC’s own intentional misconduct, willful misfeasance, bad faith or negligence with respect failure to meet its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”). (b) BNYMPFPC’s cumulative maximum liability to the Administrator, the Funds Fund and any person or entity claiming through the Funds Fund for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the lesser of (i) the fees received by BNYM PFPC for services provided hereunder during the twenty-twenty four (24) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four Loss or (24ii) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM$2,000,000. (c) BNYM PFPC 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur. (d) BNYM PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PFPC reasonably believes to be genuine. BNYM PFPC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PFPC in accordance with Written Instructions or written advice of counsel. BNYM PFPC shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission, except to the extent PFPC provided services to the Fund prior to the effective date of this Agreement. (e) Neither party PFPC nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party PFPC or its affiliates. (f) No Neither party to this Agreement may assert a cause of action against the other party or any of its affiliates that allegedly occurred for any alleged cause of action relating to this Agreement more than 36 the later of 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging after such cause of actionaction arose or 12 months after the actual discovery of such alleged breach. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) This Section 10 12 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 1012, BNYM PFPC shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYM’s own intentional misconductPFPC's failure to meet its Standard of Care or any material breach by PFPC of this Agreement. In the absence of a finding to the contrary, willful misfeasancethe acceptance, bad faith or negligence with respect processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of PFPC to meet its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”). (b) BNYM’s cumulative maximum PFPC's liability to the Administrator, the Funds Fund and any person or entity claiming through the Funds Fund for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“"Loss”") shall not exceed the lesser of (i) the fees received by BNYM PFPC for services provided hereunder during the twenty-twenty four (24) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four Loss or (24ii) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM$2,000,000. (c) BNYM PFPC 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur. (d) BNYM PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PFPC reasonably believes to be genuine. BNYM PFPC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PFPC in accordance with Written Instructions or written advice of counsel. BNYM PFPC shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission, except to the extent PFPC provided services to the Fund prior to the effective date of this Agreement. (e) Neither party PFPC nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party PFPC or its affiliates. (f) No Neither party to this Agreement may assert a cause of action against the other party or any of its affiliates that allegedly occurred for any alleged cause of action relating to this Agreement more than 36 the later of 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging after such cause of actionaction arose or 12 months after the actual discovery of such alleged breach. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) This Section 10 12 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 1011, BNYM PFPC shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYMPFPC’s own intentional misconduct, willful misfeasancebad faith, bad faith negligence or negligence with respect to reckless disregard of its duties under this Agreement or its reckless disregard of such duties (“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 PFPC to meet its Standard of Care. (b) BNYMPFPC’s cumulative maximum liability to the Administrator, the Funds Fund and any person or entity claiming through the Funds Fund for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM PFPC for services provided hereunder during the twenty-four twelve (2412) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) BNYM PFPC 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur. (d) BNYM PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PFPC reasonably believes to be genuine. BNYM PFPC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PFPC in accordance with Written Instructions or written advice of counsel. BNYM PFPC shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (e) Neither party PFPC nor its affiliates (including each Fund) Affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party PFPC or its affiliatesAffiliates. (f) No party to this Agreement may assert a cause of action against the other party or any of its affiliates that allegedly occurred more than 36 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (hg) This Section 10 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 10, BNYM PNC shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYMPNC’s own intentional misconduct, willful misfeasance, bad faith misconduct or negligence with respect to in the performance of its duties under this Agreement or its reckless disregard of such duties (“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) BNYMPNC’s cumulative maximum liability to the Administrator, the Funds Fund and any person or entity claiming through the Funds Fund for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM PNC for services provided hereunder pursuant to this Agreement during the twenty-four twelve (2412) months immediately prior to the date of such Loss. If BNYM has ; provided services that PNC’s cumulative maximum liability for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s all Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM$250,000. (c) BNYM Neither PNC nor its affiliates shall not be liable for damages (including without limitation damages caused by delays, failurefailures, errors, interruption interruptions or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation limitation: acts of God; natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; national emergencieswar, terrorism, riots or insurrection; public enemycriminal acts; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotionaction by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated third party; failure parties (other than subcontractors of the mailsPNC 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 above. Notwithstanding the foregoing, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur. (d) BNYM PNC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PNC reasonably believes to be genuine. BNYM PNC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PNC in accordance with Oral or Written Instructions or written advice of counsel. BNYM PNC shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (e) Neither party PNC nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party PNC or its affiliates. (f) No party to this Agreement may assert a cause of action against the other party PNC or any of its affiliates that allegedly occurred more than 36 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) This Section 10 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 1012, BNYM PFPC shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYM’s PFPC's own intentional misconduct, willful misfeasance, bad faith faith, gross negligence or negligence with respect to reckless disregard of its duties under this Agreement or its reckless disregard of such duties (“"Standard of Care”"). (b) BNYM’s cumulative maximum PFPC's liability to the Administrator, the Funds Fund and any person or entity claiming through the Funds Fund for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“"Loss”") shall not exceed the fees received by BNYM PFPC for services provided hereunder during the twenty-four twelve (2412) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) BNYM PFPC 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur. (d) BNYM PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PFPC reasonably believes to be genuine. BNYM PFPC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PFPC in accordance with Written Instructions or written advice of counsel. BNYM PFPC shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (e) Neither party PFPC nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party PFPC or its affiliates. (f) No party to this Agreement may assert a cause of action against the other party PFPC or any of its affiliates that allegedly occurred more than 36 twelve (12) months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) This Section 10 12 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 10, BNYM ALPS shall be liable obligated to act in good faith and to exercise commercially reasonable care and diligence in the Administrator, the Funds (or any person or entity claiming through the Funds) for damages only to the extent caused by BNYM’s own intentional misconduct, willful misfeasance, bad faith or negligence with respect to performance of its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”)Agreement. (b) BNYM’s cumulative maximum liability to In the Administratorabsence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the Funds and any person performance of its duties, obligations or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to responsibilities set forth in this Agreement) , ALPS and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four (24) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Lossits affiliates, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoingincluding their respective officers, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) BNYM directors, agents and employees, shall not be liable for, and the Trust agrees to hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Trust’s investment adviser, custodian or other service providers; (ii) any error of judgment or mistake of law or for damages any loss suffered by the Trust in connection with the matters to which this Agreement relates; (including without limitation damages caused by iii) losses, delays, failure, errors, interruption or loss of data) data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation limitation, acts of God; , 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; nature or non-performance by an unaffiliated 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, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur.; (div) BNYM shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM that ALPS reasonably believes to be genuine. BNYM shall not be liable for any damages that are ; (v) loss of data or service interruptions caused by actions or omissions taken by BNYM in accordance with Written Instructions or written advice of counsel. BNYM shall not be liable for equipment failure; or (vi) any damages arising out of any other action or omission to act by any prior service provider which ALPS takes in connection with the provision of services to the Fund or for any failure to discover any such error or omissionTrust. (ec) Neither ALPS shall hold harmless the Trust, the Trust’s investment adviser and their respective officers, Trustees, directors, agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party nor its affiliates (including each Fund) shall be liable under this Agreement to the other party hereto for any punitive, consequential, incidental, exemplary, punitive, special or indirect losses or damages, whether or not the likelihood of such damages was known by such party or its affiliates. (f) No party to this Agreement may assert a cause of action against the other party or any of its affiliates that allegedly occurred more than 36 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) This Section 10 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 10, BNYM shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYM’s own intentional misconduct, willful misfeasance, bad faith or negligence with respect to its duties or obligations under this Agreement or its reckless disregard of such duties (“Standard of Care”). (b) BNYM’s cumulative maximum 's liability to the Administrator, the Funds Fund and any person or entity claiming through the Funds Fund for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four (24) months immediately prior to the date of such LossLoss (the “Liability Cap”). If For purposes of clarification, in the event a Loss occurs prior to the end of 24 months subsequent to the date of this Agreement, the Liability Cap shall be calculated on a pro forma basis based upon the fees actually paid to BNYM has provided services for less than twenty-four (24) months immediately pursuant to this Agreement prior to the date of such Loss. Notwithstanding anything to the contrary in this Agreement, then if any Loss is incurred by the Fund, its affiliates and any person or entity claiming through the Fund or its affiliates that is caused by BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoingintentional misconduct or willful misfeasance, BNYM’s liability shall not be capped in the event a Loss is attributable limited to the intentional misconduct greater of the actual Loss incurred or the willful misfeasance of BNYMLiability Cap. (c) BNYM 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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 aboveforegoing (all and any of the foregoing being an “Event Beyond Reasonable Control”). Notwithstanding Upon the foregoingoccurrence of an Event Beyond Reasonable Control, however, BNYM the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail; and (ii) such party continues to use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in attempt to perform the event any of the above circumstances occurobligation so impacted. (d) BNYM shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM reasonably believes to be genuine. BNYM shall not be liable for any damages that are caused by actions or omissions taken by BNYM in accordance with Written Instructions or written advice of counsel. BNYM shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (e) Neither party BNYM nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party BNYM or its affiliates. (f) No party to this Agreement The Fund may not assert a claim or cause of action against the other party or any of its affiliates that allegedly occurred more than 36 months immediately prior to the filing of the suit (or, if applicable, commencement commence an arbitration or other alternative dispute resolution proceeding) against BNYM or any of arbitration proceedings) alleging such its affiliates more than 36 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of actionaction is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) This Section 10 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 10, BNYM shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYM’s own intentional misconduct, willful misfeasance, bad faith or negligence with respect to its duties or obligations under this Agreement or its reckless disregard of such duties (“Standard of Care”). (b) BNYM’s cumulative maximum 's liability to the Administrator, the Funds Fund and any person or entity claiming through the Funds Fund for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four (24) months immediately prior to the date of such LossLoss (the “Liability Cap”). If For purposes of clarification, in the event a Loss occurs prior to the end of 24 months subsequent to the date of this Agreement, the Liability Cap shall be calculated on a pro forma basis based upon the fees actually paid to BNYM has provided services for less than twenty-four (24) months immediately pursuant to this Agreement prior to the date of such Loss. Notwithstanding anything to the contrary in this Agreement, then if any Loss is incurred by the Fund, its affiliates and any person or entity claiming through the Fund or its affiliates that is caused by BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoingintentional misconduct or willful misfeasance, BNYM’s liability shall not be capped in the event a Loss is attributable limited to the intentional misconduct greater of the actual Loss incurred or the willful misfeasance of BNYMLiability Cap. (c) BNYM 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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 aboveforegoing (all and any of the foregoing being an “Event Beyond reasonable Control”). Notwithstanding Upon the foregoingoccurrence of an Event Beyond Reasonable Control, however, BNYM the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail; and (ii) such party continues to use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in attempt to perform the event any of the above circumstances occurobligation so impacted. (d) BNYM shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM reasonably believes to be genuine. BNYM shall not be liable for any damages that are caused by actions or omissions taken by BNYM in accordance with Written Instructions or written advice of counsel. BNYM shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (e) Neither party BNYM nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party BNYM or its affiliates. (f) No party to this Agreement The Fund may not assert a claim or cause of action against the other party or any of its affiliates that allegedly occurred more than 36 months immediately prior to the filing of the suit (or, if applicable, commencement commence an arbitration or other alternative dispute resolution proceeding) against BNYM or any of arbitration proceedings) alleging such its affiliates more than 36 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of actionaction is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) This Section 10 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 10, BNYM PFPC shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYMPFPC’s own intentional misconduct, willful misfeasance, bad faith or negligence with respect failure to its duties use commercially reasonable care in the performance of services under this Agreement or its reckless disregard of such duties (“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 PFPC to meet its Standard of Care. (b) BNYMPFPC’s cumulative maximum liability to the Administrator, the Funds Fund and any person or entity claiming through the Funds Fund for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) Agreement and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM PFPC for services provided hereunder during the twenty-four twelve (2412) months immediately prior to the date of such Loss. If BNYM has ; provided services that PFPC’s cumulative maximum liability for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s all Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM$250,000. (c) BNYM Neither PFPC nor its affiliates shall not be liable for damages (including including, without limitation limitation, damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including including, without limitation limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemyaction; war; terrorism; riot; fire; flood; catastrophe; sabotage; wide spread epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilitiescapabilities not due to the negligence, recklessness or intentional misconduct of PFPC; insurrection; elements of nature; non-performance by an unaffiliated third partynatural disaster; 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; provided, however, BNYM the foregoing shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any not relieve PFPC of the above circumstances occurits obligations under Section 8. (d) BNYM PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PFPC reasonably believes to be genuine. BNYM PFPC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PFPC in accordance with Written Instructions that it reasonably believes to be genuine or written advice of counsel. BNYM PFPC shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (e) Neither No party nor its hereto or their respective affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such the other party or its affiliates. (f) No party to this Agreement may assert a cause of action against the other party or any of its affiliates that allegedly occurred more than 36 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (g) Each party shall have a duty to take reasonable actions to mitigate damages for which the other party may become responsible. (hg) This Section 10 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject PFPC shall use commercially reasonable efforts in the performance of its services under this Agreement; provided that, subject to the terms of this Section 1012, BNYM PFPC shall be liable to the Administrator, the Funds HCM (or any person or entity claiming through the FundsHCM) for damages only to the extent caused by BNYM’s PFPC's own intentional misconduct, willful misfeasance, bad faith faith, gross negligence or negligence with respect to reckless disregard of its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”"STANDARD OF CARE"). (b) BNYM’s cumulative maximum liability to the AdministratorNeither PFPC nor HCM shall be liable for (i) any consequential, the Funds and any person incidental, exemplary, punitive or entity claiming through the Funds for any lossspecial damages, claim, suit, controversy, breach or damage loss of any nature whatsoever (including but not limited to those profits arising out of or related to in connection with either party's respective obligations under this Agreement, whether or not the likelihood of such damages was known by such party; (ii) any damages that either party is required to pay for any reason whatsoever and regardless of the form of action or legal theory (“Loss”) action, shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four (24) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Lossexceed, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. aggregate, actual proven direct damages; and (ciii) BNYM shall not be liable for any damages (including without limitation damages caused by delays, failure, errors, Sub-Administration and Accounting Services Agreement Page 18 of 51 as of December 3, 2007 between PFPC, Inc. and HighMark Capital Management, Inc. interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation limitation: acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated a third party (except a third party directly or indirectly retained by such 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, however, BNYM shall use ; provided that PFPC uses commercially reasonable efforts to mitigate damages and restore service implement its business resumption plan as soon as reasonably possible in the event any of the above circumstances occurpracticable. (dc) BNYM PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PFPC reasonably believes to be genuine. BNYM PFPC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PFPC in accordance with Written Instructions or written advice of counsel. BNYM PFPC shall not be liable for any damages to the extent arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission.omission despite reasonable diligence. Sub-Administration and Accounting Services Agreement Page 19 of 51 as of December 3, 2007 between PFPC, Inc. and HighMark Capital Management, Inc. (e) Neither party nor its affiliates (including each Fund) shall be liable 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. (f) No party to this Agreement may assert a cause of action against the other party or any of its affiliates that allegedly occurred more than 36 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (gd) Each party shall have a duty to mitigate damages for which the other party may become responsible. (he) This Section 10 12 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 10, BNYM PNC shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYMPNC’s own intentional misconduct, willful misfeasancebad faith, bad faith negligence or negligence with respect to reckless disregard of its duties under this Agreement or its reckless disregard of such duties (“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) BNYMPNC’s cumulative maximum liability to the Administrator, the Funds Fund and any person or entity claiming through the Funds Fund for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed $8,000,000; provided, however, that the fees received by BNYM aggregate liability of PNC and PFPC Trust Company for all losses, claims, suits, controversies, breaches or damages of any nature whatsoever arising out of or related to this Agreement or any other agreement for services provided hereunder during by and between the twenty-four Fund and PNC and/or PFPC Trust Company (24including without limitation the Amended and Restated Administration Assistance Services Agreement) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM$8,000,000. (c) BNYM PNC 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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 , provided that PNC has acted in accordance with the foregoing, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible standard set forth in the event any of the above circumstances occursection 10(a) above. (d) BNYM PNC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PNC reasonably believes to be genuine. BNYM PNC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PNC in accordance with Written Instructions or written advice of counselInstructions. BNYM PNC shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (e) Neither party PNC nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party PNC or its affiliates. (f) No party to this Agreement may assert a cause of action against the other party or any of its affiliates that allegedly occurred more than 36 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (hg) This Section 10 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) BNY Mellon shall be obligated to exercise reasonable care and diligence in the performance of its duties hereunder and to act in good faith in performing services provided for under this Agreement. Subject to the terms of this Section 1011, BNYM BNY Mellon shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYMBNY Mellon’s breach of this Agreement or its own intentional misconduct, willful misfeasance, bad faith faith, or negligence with respect to its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”). (b) BNYM’s cumulative maximum liability to the Administrator, the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four (24) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) BNYM BNY Mellon 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur. (dc) BNYM BNY Mellon shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM BNY Mellon reasonably believes to be genuine. BNYM BNY Mellon shall not be liable for any damages that are caused by actions or omissions taken by BNYM BNY Mellon in accordance with Written Instructions or written advice of counsel. BNYM BNY Mellon shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (ed) Neither party BNY Mellon nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party BNY Mellon or its affiliates. (f) No party to this Agreement may assert a cause of action against the other party or any of its affiliates that allegedly occurred more than 36 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (ge) Each party shall have a duty to mitigate damages for which the other party may become responsible. (hf) This Section 10 II shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject PFPC shall use commercially reasonable efforts in the performance of its services under this Agreement; provided that, subject to the terms of this Section 1012, BNYM PFPC shall be liable to the Administrator, the Funds HCM (or any person or entity claiming through the FundsHCM) for damages only to the extent caused by BNYM’s PFPC's own intentional misconduct, willful misfeasance, bad faith faith, gross negligence or negligence with respect to reckless disregard of its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”"STANDARD OF CARE"). (b) BNYM’s cumulative maximum liability to the AdministratorNeither PFPC nor HCM shall be liable for (i) any consequential, the Funds and any person incidental, exemplary, punitive or entity claiming through the Funds for any lossspecial damages, claim, suit, controversy, breach or damage loss of any nature whatsoever (including but not limited to those profits arising out of or related to in connection with either party's respective obligations under this Agreement, whether or not the likelihood of such damages was known by such party; (ii) any damages that either party is required to pay for any reason whatsoever and regardless of the form of action or legal theory (“Loss”) action, shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four (24) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Lossexceed, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. aggregate, actual proven direct damages; and (ciii) BNYM shall not be liable for any damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation limitation: acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated a third party (except a third party directly or indirectly retained by such 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, however, BNYM shall use ; provided that PFPC uses commercially reasonable efforts to mitigate damages and restore service implement its business resumption plan as soon as reasonably possible in the event any of the above circumstances occurpracticable. (dc) BNYM PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PFPC reasonably believes to be genuine. BNYM PFPC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PFPC in accordance with Written Instructions or written advice of counsel. BNYM PFPC shall not be liable for any damages to the extent arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omissionomission despite reasonable diligence. (e) Neither party nor its affiliates (including each Fund) shall be liable 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. (f) No party to this Agreement may assert a cause of action against the other party or any of its affiliates that allegedly occurred more than 36 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (gd) Each party shall have a duty to mitigate damages for which the other party may become responsible. (he) This Section 10 12 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 10, BNYM PNC shall be liable to Aster and the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYMPNC’s own intentional misconduct, willful misfeasancebad faith, bad faith negligence or negligence with respect to reckless disregard of its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”). (b) BNYMPNC’s cumulative maximum liability to the AdministratorFund, the Funds Aster and any person or entity claiming through the Funds Fund or Aster for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed $8,000,000; provided, however, that the fees received by BNYM aggregate liability of PNC and PFPC Trust Company for all losses, claims, suits, controversies, breaches or damages of any nature whatsoever arising out of or related to this Agreement or any other agreement for services provided hereunder during by and between the twenty-four (24) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses Fund and PNC and/or PFPC Trust Company shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM$8,000,000. (c) BNYM PNC 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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 , provided that PNC has acted in accordance with the foregoingstandard set forth in section 10(a), however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occurabove. (d) BNYM PNC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PNC reasonably believes to be genuine. BNYM PNC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PNC in accordance with Written Instructions or written advice of counselInstructions. BNYM PNC shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (e) Neither party PNC nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party PNC or its affiliates. (f) No party to this Agreement may assert a cause of action against the other party or any of its affiliates that allegedly occurred more than 36 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (g) Each party shall have a duty to mitigate damages for which the other another party may become responsible. (hg) This Section 10 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 1012, BNYM PFPC shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYM’s own intentional misconduct, willful misfeasance, bad faith or negligence with respect PFPC's failure to meet its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”). (b) BNYM’s cumulative maximum PFPC's liability to the Administrator, the Funds Fund and any person or entity claiming through the Funds Fund for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“"Loss”") shall not exceed the lesser of (i) the fees received by BNYM PFPC for services provided hereunder during the twenty-twenty four (24) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four Loss or (24ii) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM$2,000,000. (c) BNYM PFPC 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 circumstances beyond its reasonable control, including without limitation acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated 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, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur. (d) BNYM PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PFPC reasonably believes to be genuine. BNYM PFPC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PFPC in accordance with Written Instructions or written advice of counsel. BNYM PFPC shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission, except to the extent PFPC provided services to the Fund prior to the effective date of this Agreement. (e) Neither party PFPC nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party PFPC or its affiliates. (f) No Neither party to this Agreement may assert a cause of action against the other party or any of its affiliates that allegedly occurred for any alleged cause of action relating to this Agreement more than 36 the later of 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging after such cause of actionaction arose or 12 months after the actual discovery of such alleged breach. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) This Section 10 12 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 1011, BNYM PFPC shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYM’s PFPC's own intentional misconduct, willful misfeasance, bad faith faith, negligence or negligence with respect to reckless disregard of its duties under this Agreement or its reckless disregard of such duties (“"Standard of Care”"). (b) BNYM’s cumulative maximum liability to Provided that PFPC follows the Administratorapplicable procedures in its Disaster Recovery Plan, the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four (24) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) BNYM PFPC 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 circumstances beyond its reasonable control, including without limitation the following events: acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated a third partyparty unless such third party was otherwise retained by PFPC to provide services under the terms of this Agreement; 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, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur. (dc) BNYM PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PFPC reasonably believes to be genuine. BNYM PFPC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PFPC in accordance with Written Instructions or written advice of counsel. BNYM PFPC shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (ed) Neither party PFPC nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party PFPC or its affiliates. (fe) No party to this Agreement may assert a cause of action against the other party PFPC or any of its affiliates that allegedly occurred more than 36 16 months immediately prior to the filing after signing of the suit (or, if applicable, commencement audit opinion of arbitration proceedings) alleging the Fund for the financial year during which the Fund has knowledge that a basis for such cause of actionaction might exist. The phrase "the Fund has knowledge" means the actual knowledge of fact or law forming the basis for a cause of action hereunder by an officer of the Fund who is not an "affiliated person" of PFPC (as defined in the Investment Company Act of 1940, as amended). Nothing herein shall be construed to limit or waive any right any person may have under the federal securities laws. (gf) Each Notwithstanding the forgoing sentence, each party shall have a duty to mitigate damages for which the other party may become responsible. (hg) This Section 10 11 shall survive termination of this Agreement.

Standard of Care; Limitation of Liability. (a) Subject to the terms of this Section 1011, BNYM PFPC shall be liable to the Administrator, the Funds Fund (or any person or entity claiming through the FundsFund) for damages only to the extent caused by BNYMPFPC’s own intentional misconduct, willful misfeasance, bad faith faith, negligence or negligence with respect to reckless disregard of its duties under this Agreement or its reckless disregard of such duties (“Standard of Care”). (b) BNYM’s cumulative maximum liability to Provided that PFPC follows the Administratorapplicable procedures in its Disaster Recovery Plan, the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four (24) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) BNYM PFPC 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 circumstances beyond its reasonable control, including without limitation the following events: acts of God; 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, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated a third partyparty unless such third party was otherwise retained by PFPC to provide services under the terms of this Agreement; 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, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur. (dc) BNYM PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM PFPC reasonably believes to be genuine. BNYM PFPC shall not be liable for any damages that are caused by actions or omissions taken by BNYM PFPC in accordance with Written Instructions or written advice of counsel. BNYM PFPC shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission. (ed) Neither party PFPC nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party PFPC or its affiliates. (fe) No party to this Agreement may assert a cause of action against the other party PFPC or any of its affiliates that allegedly occurred more than 36 16 months immediately prior to the filing after signing of the suit (or, if applicable, commencement audit opinion of arbitration proceedings) alleging the Fund for the financial year during which the Fund has knowledge that a basis for such cause of actionaction might exist. The phrase “the Fund has knowledge” means the actual knowledge of fact or law forming the basis for a cause of action hereunder by an officer of the Fund who is not an “affiliated person” of PFPC (as defined in the Investment Company Act of 1940, as amended). Nothing herein shall be construed to limit or waive any right any person may have under the federal securities laws. (gf) Each Notwithstanding the forgoing sentence, each party shall have a duty to mitigate damages for which the other party may become responsible. (hg) This Section 10 11 shall survive termination of this Agreement.