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

Standard of Care; Limitation of Liability. The Accounting Agent shall, at all times, act in good faith and exercise reasonable care in performing the Services. The Accounting Agent shall be responsible for the performance of only the Services and, except as otherwise provided under Section 2.3 above, shall have no responsibility for the actions or activities of any other party, including other service providers, except as described in Section 2.3 above. The Accounting Agent shall be entitled to obtain, rely on and act upon the advice of counsel for the Fund on all matters. The Accounting Agent shall be without liability for any action reasonably taken or omitted in good faith in accordance with the advice of counsel for the Fund. For the avoidance of doubt, it is hereby specifically understood and agreed that nothing in this Section shall be construed as imposing upon the Accounting Agent any obligation to seek such advice of counsel for the Fund. Without in any way limiting the generality of the foregoing, the Accounting Agent shall in no event be liable for any loss or damage arising from causes beyond its control or, on an industry standard basis, its anticipation. Each Fund, any Third Party Agent or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the services provided hereunder are responsible for the contents of such information including, without limitation, the accuracy thereof and each Fund agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Accounting Agent's reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Fund, Authorized Person or Third Party Agent to provide it with the information required by Section 3.1, Section 3.2 or Section 3.3 above. Further, and without in any way limiting the generality of the foregoing, the Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by the Fund or any third party, insofar as such loss, damage or expense arises from the performance of the Accounting Agent's duties hereunder by reason of the Accounting Agent's good faith reliance upon records that were maintained for any Fund by any entity other than the Accounting Agent prior to such Fund's appointment of the Accounting Agent pursuant to this Agreement. The Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Accounting Agent, its directors, officers, employees or Delegates. No party hereto shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are not intended to relieve the Accounting Agent from any responsibility that it may otherwise have to a Fund under this Agreement for foreseeable loss incurred by such Fund as a direct result of the Accounting Agent's negligent calculation of such Fund's net asset value. In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's liability under this Agreement with respect to the Services "n" through "aa" as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time by the parties hereto. This limitation on liability shall not be applicable to any other services listed on said Schedule A. Each Fund agrees to indemnify and hold the Accounting Agent and its directors, officers, employees and Delegates free and harmless from any expense, loss, cost, damage or claim, including reasonable attorney's fees and expenses (collectively, "LOSSES"), suffered by the Accounting Agent and caused by or resulting any claim, demand, action or suit (collectively, "CLAIMS") in connection with any action or omission by the Accounting Agent in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons, or from the acts or omissions of such Fund or any authorized third-party whose services the Accounting Agent must rely upon in performing services hereunder, provided, however, that this indemnification shall not apply to actions or omissions of the Accounting Agent, its directors, officers, employees or Delegates in cases of its or their own negligence, bad faith or willful misconduct. The indemnifications contained herein shall survive the termination of this Agreement. Each Fund acknowledges and agrees that, with respect to investments it maintains with an entity which may from time to time act as a transfer agent for uncertificated shares of regulated investment companies (the "UNDERLYING TRANSFER AGENT"), such Underlying Transfer Agent is the sole source of information on the number of shares held by it on behalf of a Fund and that the Accounting Agent has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Accounting Agent in performing its duties under this Agreement.

Standard of Care; Limitation of Liability. The Accounting Agent shall, 11.1 State Street shall at all times, times exercise reasonable care and diligence and act in good faith and exercise reasonable care in performing the Servicesperformance of its duties hereunder, provided, however, that State Street shall be without liability to any Fund or any agent thereof for any loss, liability, damage, claim, cost or expense unless caused by its own fraud, willful default, negligence or willful misconduct or that of its agents, delegates or employees. The Accounting Agent State Street shall be responsible for the performance of only the Services and, except such duties as otherwise provided under Section 2.3 above, are explicitly set forth in this Agreement and shall have no responsibility for the actions or activities of any other partyparty (save its agents, delegates or employees), including other service providersproviders to a Fund. 11.2 Each Fund, severally but not jointly, hereby indemnifies and secures harmless (to the maximum extent permitted by law) State Street from and against all claims, actions, costs, charges, losses, damages and expenses (including without limitation legal fees and amounts reasonably paid in settlement) which State Street may incur or sustain (other than by reason of State Street’s bad faith, willful default or negligence or that of its agents, delegates or employees) in connection with the performance of its duties for that particular Fund under this Agreement or otherwise arising from any act or omission of that particular Fund or any other person (including any predecessor service provider to the Fund) prior to the effective date of this Agreement. 11.3 If State Street (the “Indemnified Party”) shall seek indemnification from a Fund (the “Indemnifying Party”) in respect of a claim or liability asserted by a third party, the Indemnified Party shall give written notice thereof to the Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the Indemnifying Party from any liability except as described to the extent that it is prejudiced by the failure or delay in Section 2.3 abovegiving such notice. Such notice shall summarize the basis for the claim for indemnification and any claim or liability being asserted by the third party. Within 15 days after receiving such notice, the Indemnifying Party shall give written notice to the Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against the third-party claim or liability at its own cost and expense. If the Indemnifying Party fails to give notice that it disputes an indemnification claim within 15 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim. The Accounting Agent Indemnifying Party shall be entitled to obtaindirect the defense against the third-party claim or liability with counsel selected by it (subject to the consent of the Indemnified Party, rely on which consent shall not be unreasonably withheld) as long as the Indemnifying Party is conducting a good faith and act upon the advice of counsel for the Fund on all mattersdiligent defense. The Accounting Agent Indemnified Party shall be without at all times have the right to fully participate in the defense of a third-party claim or liability for any action reasonably taken at its own expense directly or omitted in through counsel. If no such notice of intent to dispute and defend a third-party claim or liability is given by the Indemnifying Party, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnifying Party, the Indemnified Party shall have the right, at the expense of the Indemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the Indemnified Party), and to compromise or settle it, exercising reasonable business judgment. Except as otherwise provided in accordance the immediately preceding sentence, neither the Indemnified Party nor the Indemnifying Party shall settle or confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to indemnify the Indemnified Party, except with the advice prior written consent of counsel for both parties. The Indemnified Party shall at all times make available such information and assistance as the Fund. For Indemnifying Party may reasonably request and shall cooperate with the avoidance of doubtIndemnifying Party in such defense, it is hereby specifically understood and agreed that nothing in this Section shall be construed as imposing upon at the Accounting Agent any obligation to seek such advice of counsel for the Fund. Without in any way limiting the generality expense of the foregoing, the Accounting Agent shall in Indemnifying Party. 11.4 In no event shall any party be liable for any loss arising by reason of the occurrence of a Force Majeure Event (as defined in Section 12) which prevents, hinders or damage arising delays it from causes beyond or in performing its control orobligations under this Agreement. 00.0 Xxxxx Xxxxxx shall not be liable for any liabilities, on an industry standard basisdamages, its anticipation. Each Fundlosses, any Third Party Agent claims, taxes, duties, costs or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the services provided hereunder are responsible for the contents of such information expenses (including, without limitation, the accuracy thereof and each legal fees) whatsoever incurred or suffered by a Fund agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm or otherwise assume at any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered time as a result of the Accounting Agent's reasonable reliance on failure of the Fund or any other person (other than State Street, its employees, agents or delegates) to comply with the laws or regulations of any country or jurisdiction. For avoidance of doubt, the preceding sentence shall not relieve State Street of liability to the extent such other person’s failure to comply with laws or regulations is the direct result of State Street’s negligence, bad faith, fraud, willful default or willful misconduct in the discharge of its duties hereunder. 11.6 The provisions herein regarding indemnification, liability and utilization limits thereon shall survive following the expiration or termination of this Agreement to the extent relating to any claim or right of action arising in connection with the performance of this Agreement and each Fund and State Street shall enter into such information, documents as shall be necessary to ensure the survival of the same. 11.7 Each Fund acknowledges that except as otherwise required expressly set forth in this Agreement, State Street’s duties under this Agreement do not include any obligation to monitor the compliance of the Fund or any other person whatsoever with any restriction or guideline imposed by the Price Source Authorization its Constitutive Documents or by law or regulation or otherwise with respect regard to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Fund, Authorized Person or Third Party Agent to provide it with the information required by Section 3.1, Section 3.2 or Section 3.3 above. Further, and without in any way limiting the generality investment of the foregoing, assets of the Accounting Agent Fund. In no event shall State Street have no liability in respect of any loss, damage or expense suffered duty to enforce compliance by the Fund or any third partyother person whatsoever with any such restrictions or guidelines. 11.8 Each Fund acknowledges and agrees that State Street shall provide Compliance Monitoring Services, insofar as such lossif any, damage or expense arises from on a contractual basis only in accordance with the performance terms of the Accounting Agent's duties hereunder Compliance Monitoring Services Addendum attached hereto as Exhibit 2. The Compliance Monitoring Services are provided by reason State Street as a supplement to and not in place or in lieu of a Fund’s own compliance program and/or that of the Accounting Agent's good faith reliance upon records that were maintained for any Fund by any entity other than the Accounting Agent prior to such Fund's appointment investment advisers of the Accounting Agent pursuant to this Agreement. The Accounting Agent Fund. 00.0 Xxxxx Xxxxxx shall have no liability for any error of judgment to a Fund or mistake of law or otherwise for any loss or damage liability resulting from the State Street’s performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct non-performance of the Accounting Agent, its directors, officers, employees Compliance Monitoring Services except as expressly set forth in the Compliance Monitoring Services Addendum. 11.10 In no event shall State Street or Delegates. No party hereto shall any Fund be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (includingwhatsoever, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been even if advised of the possibility of such damages. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are The limitation on liability imposed by this Section 11.10 shall not intended be construed to relieve the Accounting Agent from any responsibility that it may otherwise have State Street of liability to a Fund in circumstances where (i) it is otherwise liable to the Fund under the terms of this Agreement for foreseeable loss incurred by such Fund as a direct result of losses resulting from an inaccurate Net Asset Value calculation and (ii) the Accounting Agent's negligent calculation of such Fund's net asset value. In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating arises from its obligation to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's liability under this Agreement with respect to the Services "n" through "aa" as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time by the parties hereto. This limitation on liability shall not be applicable to any other services listed on said Schedule A. Each Fund agrees to indemnify and hold the Accounting Agent and its directors, officers, employees and Delegates free and harmless from any expense, loss, cost, damage or claim, including reasonable attorney's fees and expenses (collectively, "LOSSES"), suffered by the Accounting Agent and caused by or compensate shareholders for direct loss resulting any claim, demand, action or suit (collectively, "CLAIMS") in connection with any action or omission by the Accounting Agent in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons, or from the acts purchase or omissions of such Fund or any authorized third-party whose services the Accounting Agent must rely upon in performing services hereunder, provided, however, that this indemnification shall not apply to actions or omissions of the Accounting Agent, its directors, officers, employees or Delegates in cases of its or their own negligence, bad faith or willful misconduct. The indemnifications contained herein shall survive the termination of this Agreement. Each Fund acknowledges and agrees that, with respect to investments it maintains with an entity which may from time to time act as a transfer agent for uncertificated shares of regulated investment companies (the "UNDERLYING TRANSFER AGENT"), such Underlying Transfer Agent is the sole source of information on the number redemption of shares held by it on behalf of a Fund and that the Accounting Agent has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Accounting Agent in performing its duties under this Agreementat such inaccurate Net Asset Value.

Standard of Care; Limitation of Liability. The Accounting Agent shall, 00.0 Xxxxx Xxxxxx shall at all times, times exercise reasonable care and diligence and act in good faith and exercise reasonable care in performing the Servicesperformance of its duties hereunder, provided, however, that State Street shall be without liability to any Fund or any agent thereof for any loss, liability, damage, claim, cost or expense unless caused by its own fraud, willful default, negligence or willful misconduct or that of its agents, delegates or employees. The Accounting Agent State Street shall be responsible for the performance of only the Services and, except such duties as otherwise provided under Section 2.3 above, are explicitly set forth in this Agreement and shall have no responsibility for the actions or activities of any other partyparty (save its agents, delegates or employees), including other service providersproviders to a Fund. 11.2 Each Fund, severally but not jointly, hereby indemnities and secures harmless (to the maximum extent permitted by law) State Street from and against all claims, actions, costs, charges, losses, damages and expenses (including without limitation legal fees and amounts reasonably paid in settlement) which State Street may incur or sustain (other than by reason of State Street's bad faith, willful default or negligence or that of its agents, delegates or employees) in connection with the performance of its duties for that particular Fund under this Agreement or otherwise arising from any act or omission of that particular Fund or any other person (including any predecessor service provider to the Fund) prior to the effective date of this Agreement. 11.3 If State Street (the "Indemnified Party") shall seek indemnification from a Fund (the "Indemnifying Party") in respect of a claim or liability asserted by a third party, the Indemnified Party shall give written notice thereof to the Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the Indemnifying Party from any liability except as described to the extent that it is prejudiced by the failure or delay in Section 2.3 abovegiving such notice. Such notice shall summarize the basis for the claim for indemnification and any claim or liability being asserted by the third party. Within 15 days after receiving such notice, the Indemnifying Party shall give written notice to the Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against the third-party claim or liability at its own cost and expense. If the Indemnifying Party fails to give notice that it disputes an indemnification claim within 15 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim. The Accounting Agent Indemnifying Party shall be entitled to obtaindirect the defense against the third-party claim or liability with counsel selected by it (subject to the consent of the Indemnified Party, rely on which consent shall not be unreasonably withheld) as long as the Indemnifying Party is conducting a good faith and act upon the advice of counsel for the Fund on all mattersdiligent defense. The Accounting Agent Indemnified Party shall be without at all times have the right to fully participate in the defense of a third-party claim or liability for any action reasonably taken at its own expense directly or omitted in through counsel. If no such notice of intent to dispute and defend a third-party claim or liability is given by the Indemnifying Party, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnifying Party, the Indemnified Party shall have the right, at the expense of the Indemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the Indemnified Party), and to compromise or settle it, exercising reasonable business judgment. Except as otherwise provided in accordance the immediately preceding sentence, neither the Indemnified Party nor the Indemnifying Party shall settle or confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to indemnify the Indemnified Party, except with the advice prior written consent of counsel for both parties. The Indemnified Party shall at all times make available such information and assistance as the Fund. For Indemnifying Party may reasonably request and shall cooperate with the avoidance of doubtIndemnifying Party in such defense, it is hereby specifically understood and agreed that nothing in this Section shall be construed as imposing upon at the Accounting Agent any obligation to seek such advice of counsel for the Fund. Without in any way limiting the generality expense of the foregoing, the Accounting Agent shall in Indemnifying Party. 11.4 In no event shall any party be liable for any loss arising by reason of the occurrence of a Force Majeure Event (as defined in Section 12) which prevents, hinders or damage arising delays it from causes beyond or in performing its control orobligations under this Agreement. 00.0 Xxxxx Xxxxxx shall not be liable for any liabilities, on an industry standard basisdamages, its anticipation. Each Fundlosses, any Third Party Agent claims, taxes, duties, costs or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the services provided hereunder are responsible for the contents of such information expenses (including, without limitation, the accuracy thereof and each legal fees) whatsoever incurred or suffered by a Fund agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm or otherwise assume at any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered time as a result of the Accounting Agentfailure of the Fund or any other person (other than State Street, its employees, agents or delegates) to comply with the laws or regulations of any country or jurisdiction. For avoidance of doubt, the preceding sentence shall not relieve State Street of liability to the extent such other person's reasonable reliance on failure to comply with laws or regulations is the direct result of State Street's negligence, bad faith, fraud, willful default or willful misconduct in the discharge of its duties hereunder. 11.6 The provisions herein regarding indemnification, liability and utilization limits thereon shall survive following the expiration or termination of this Agreement to the extent relating to any claim or right of action arising in connection with the performance of this Agreement and each Fund and State Street shall enter into such information, documents as shall be necessary to ensure the survival of the same. 11.7 Each Fund acknowledges that except as otherwise required expressly set forth in this Agreement, State Street's duties under this Agreement do not include any obligation to monitor the compliance of the Fund or any other person whatsoever with any restriction or guideline imposed by the Price Source Authorization its Constitutive Documents or by law or regulation or otherwise with respect regard to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Fund, Authorized Person or Third Party Agent to provide it with the information required by Section 3.1, Section 3.2 or Section 3.3 above. Further, and without in any way limiting the generality investment of the foregoing, assets of the Accounting Agent Fund. In no event shall State Street have no liability in respect of any loss, damage or expense suffered duty to enforce compliance by the Fund or any third partyother person whatsoever with any such restrictions or guidelines. 11.8 Each Fund acknowledges and agrees that State Street shall provide Compliance Monitoring Services, insofar as such lossif any, damage or expense arises from on a contractual basis only in accordance with the performance terms of the Accounting AgentCompliance Monitoring Services Addendum attached hereto as Exhibit 2. The Compliance Monitoring Services are provided by State Street as a supplement to and not in place or in lieu of a Fund's duties hereunder by reason own compliance program and/or that of the Accounting Agent's good faith reliance upon records that were maintained for any Fund by any entity other than the Accounting Agent prior to such Fund's appointment investment advisers of the Accounting Agent pursuant to this Agreement. The Accounting Agent Fund. 00.0 Xxxxx Xxxxxx shall have no liability for any error of judgment to a Fund or mistake of law or otherwise for any loss or damage liability resulting from the State Street's performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct non-performance of the Accounting Agent, its directors, officers, employees Compliance Monitoring Services except as expressly set forth in the Compliance Monitoring Services Addendum. 11.10 In no event shall State Street or Delegates. No party hereto shall any Fund be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (includingwhatsoever, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been even if advised of the possibility of such damages. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are The limitation on liability imposed by this Section 11.10 shall not intended be construed to relieve the Accounting Agent from any responsibility that it may otherwise have State Street of liability to a Fund in circumstances where (i) it is otherwise liable to the Fund under the terms of this Agreement for foreseeable loss incurred by such Fund as a direct result of losses resulting from an inaccurate Net Asset Value calculation and (ii) the Accounting Agent's negligent calculation of such Fund's net asset value. In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating arises from its obligation to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's liability under this Agreement with respect to the Services "n" through "aa" as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time by the parties hereto. This limitation on liability shall not be applicable to any other services listed on said Schedule A. Each Fund agrees to indemnify and hold the Accounting Agent and its directors, officers, employees and Delegates free and harmless from any expense, loss, cost, damage or claim, including reasonable attorney's fees and expenses (collectively, "LOSSES"), suffered by the Accounting Agent and caused by or compensate shareholders for direct loss resulting any claim, demand, action or suit (collectively, "CLAIMS") in connection with any action or omission by the Accounting Agent in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons, or from the acts purchase or omissions of such Fund or any authorized third-party whose services the Accounting Agent must rely upon in performing services hereunder, provided, however, that this indemnification shall not apply to actions or omissions of the Accounting Agent, its directors, officers, employees or Delegates in cases of its or their own negligence, bad faith or willful misconduct. The indemnifications contained herein shall survive the termination of this Agreement. Each Fund acknowledges and agrees that, with respect to investments it maintains with an entity which may from time to time act as a transfer agent for uncertificated shares of regulated investment companies (the "UNDERLYING TRANSFER AGENT"), such Underlying Transfer Agent is the sole source of information on the number redemption of shares held by it on behalf of a Fund and that the Accounting Agent has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Accounting Agent in performing its duties under this Agreementat such inaccurate Net Asset Value.

Standard of Care; Limitation of Liability. The Accounting Agent shall, at all times, act in good faith and shall be held to the exercise of reasonable care in performing carrying out the Servicesprovisions of this Agreement. It shall be entitled to rely on and may act upon the advice of counsel (who may be counsel for the Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Accounting Agent shall be responsible for the performance of only the Services such duties as are set forth in this Agreement and, except as otherwise provided under Section 2.3 above, shall have no responsibility for the actions or activities of any other party, including other service providers, except as described in Section 2.3 above. The Accounting Agent shall be entitled to obtain, rely on and act upon the advice of counsel for the Fund on all matters. The Accounting Agent shall be without liability for any action reasonably taken or omitted in good faith in accordance with the advice of counsel for the Fund. For the avoidance of doubt, it is hereby specifically understood and agreed that nothing in this Section shall be construed as imposing upon the Accounting Agent any obligation to seek such advice of counsel for the Fund. Without in any way limiting the generality of the foregoing, the Accounting Agent shall in no event be liable for any loss or damage arising from causes beyond its control or, on an industry standard basis, its anticipation. Each Fund, any Third Party Agent or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the services provided hereunder are responsible for the contents of such information including, without limitation, the accuracy thereof and each Fund agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Accounting Agent's reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Fund, Authorized Person or Third Party Agent to provide it with the information required by Section 3.1, Section 3.2 or Section 3.3 above. Further, and without in any way limiting the generality of the foregoing, the Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by the Fund or any third party, Company insofar as such loss, damage or expense arises from the performance of the Accounting Agent's ’s duties hereunder by reason of the Accounting Agent's good faith in accordance with any Proper Instruction or in reliance upon records that were maintained for any Fund the Company by any entity entities other than the Accounting Agent prior to such Fund's the Accounting Agent’s appointment of as Accounting Agent hereunder, or any error, omission, inaccuracy or other deficiency in any information provided to the Accounting Agent pursuant to this Agreementby Company or any third party, including the accuracy of the prices quoted by the Authorized Price Sources. The Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Accounting Agent, its directors, officers, employees officers or Delegatesemployees. No party hereto The Accounting Agent shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' ’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are not intended to relieve the Accounting Agent from any responsibility that it may otherwise have to a Fund under this Agreement for foreseeable loss incurred by such Fund as a direct result of the Accounting Agent's negligent calculation of such Fund's net asset value. In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's ’s cumulative liability for each calendar year (a “Liability Period”) under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Services "n" through "aa" as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time by the parties hereto. This limitation on liability shall not be applicable to any other services listed on said Schedule A. Each Fund agrees to indemnify Company and hold the Accounting Agent and its directors, officers, employees and Delegates free and harmless from any expense, loss, cost, damage or claim, including reasonable attorney's fees and expenses (collectively, "LOSSES"), suffered by the Accounting Agent and caused by or resulting any claim, demand, action or suit (collectively, "CLAIMS") in connection with any action or omission by the Accounting Agent in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons, or from the acts or omissions of such Fund or any authorized third-party whose services the Accounting Agent must rely upon in performing services hereunder, provided, however, that this indemnification shall not apply to actions or omissions of the Accounting Agent, its directors, officers, employees or Delegates in cases of its or their own negligence, bad faith or willful misconduct. The indemnifications contained herein shall survive the termination of this Agreement. Each Fund acknowledges and agrees that, with respect to investments it maintains with an entity which may from time to time act as a transfer agent for uncertificated shares of regulated investment companies (the "UNDERLYING TRANSFER AGENT"), such Underlying Transfer Agent is the sole source of information on the number of shares held by it on behalf of a Fund and that the Accounting Agent has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Accounting Agent in performing its duties under this Agreement.payable

Standard of Care; Limitation of Liability. The Accounting Transfer Agent shall, shall at all times, times act in good faith and exercise reasonable care in performing the Services. The Accounting Agent shall be responsible for the performance of only the Services and, except as otherwise provided under Section 2.3 above, shall have no responsibility for the actions or activities of any other party, including other service providers, except as described in Section 2.3 above. The Accounting Agent shall be entitled to obtain, rely on and act upon the advice of counsel for the Fund on all matters. The Accounting Agent shall be without liability for any action reasonably taken or omitted in good faith in accordance with the advice terms of counsel for the Fund. For the avoidance of doubt, it is hereby specifically understood this Agreement and agreed that nothing in this Section shall be construed as imposing upon the Accounting Agent any obligation agrees to seek such advice of counsel for the Fund. Without in any way limiting the generality of the foregoing, the Accounting Agent shall in no event be liable for any loss or damage arising from causes beyond use its control or, on an industry standard basis, its anticipation. Each Fund, any Third Party Agent or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the services provided hereunder are responsible for the contents of such information including, without limitation, best efforts within reasonable limits to ensure the accuracy thereof and each Fund agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data includingall services performed under this Agreement, but not limited to, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Accounting Agent's reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have assumes no responsibility and shall not be without liability liable for any loss or damage due to errors, including encoding and payment processing errors, unless said errors are not in conformity with the requirements of this Agreement or are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the failure of any Fund, Authorized Person or Third Party Agent to provide it with the information required Uniform Commercial Code is superseded by Section 3.19 of this Agreement. This standard of care also shall apply to Exception Services, as defined in Section 3.2 or Section 3.3 above. Further2.3 herein, but such application shall take into consideration the manual processing involved in, and without in any way limiting the generality of time sensitive nature of, Exception Services. Notwithstanding the foregoing, except for liability associated with breaches of confidentiality as set forth in Section 10 and with breaches of infringement on the Accounting Agent shall have no liability in respect intellectual property rights of any loss, damage or expense suffered by the Fund or any third party, insofar as such loss, damage or expense arises from the performance Transfer Agent’s aggregate liability during any term of the Accounting Agent's duties hereunder by reason of the Accounting Agent's good faith reliance upon records that were maintained for any Fund by any entity other than the Accounting Agent prior to such Fund's appointment of the Accounting Agent pursuant to this Agreement. The Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Accounting Agent, its directors, officers, employees or Delegates. No party hereto shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are not intended to relieve the Accounting Agent from any responsibility that it may otherwise have to a Fund under this Agreement for foreseeable loss incurred by such Fund as a direct result of the Accounting Agent's negligent calculation of such Fund's net asset value. In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's liability under this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided by the Services "n" through "aa" Transfer Agent under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed the aggregate of the amounts actually received hereunder by the Transfer Agent as fees and charges, but not including reimbursable expenses, for all of the Portfolios covered by this Agreement during the twelve (12) calendar months immediately preceding the first event for which recovery from the Transfer Agent is being sought. For liability related to a breach of confidentiality as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time in Section 10 or infringement by the parties hereto. This limitation on Transfer Agent of the intellectual property rights of any third party, the Transfer Agent’s aggregate liability shall not be applicable to during any other services listed on said Schedule A. Each Fund agrees to indemnify and hold the Accounting Agent and its directorsterm of this Agreement with respect to, officers, employees and Delegates free and harmless arising from any expense, loss, cost, damage or claim, including reasonable attorney's fees and expenses (collectively, "LOSSES"), suffered by the Accounting Agent and caused by or resulting any claim, demand, action or suit (collectively, "CLAIMS") arising in connection with any action or omission by the Accounting Agent in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Personsthis Agreement, or from all services provided or omitted to be provided by the acts Transfer Agent under this Agreement, whether in contract, or omissions of such Fund in tort, or any authorized third-party whose services the Accounting Agent must rely upon in performing services hereunderotherwise, providedis limited to, however, that this indemnification and shall not apply to actions or omissions exceed the aggregate of the Accounting Agentamounts actually received hereunder by the Transfer Agent as fees and charges, its directorsbut not including reimbursable expenses, officers, employees or Delegates in cases for all of its or their own negligence, bad faith or willful misconduct. The indemnifications contained herein shall survive the termination of Portfolios covered by this Agreement. Each Fund acknowledges and agrees that, with respect to investments it maintains with an entity Agreement during the twenty four (24) calendar months immediately preceding the first event for which may recovery from time to time act as a transfer agent for uncertificated shares of regulated investment companies (the "UNDERLYING TRANSFER AGENT"), such Underlying Transfer Agent is the sole source of information on the number of shares held by it on behalf of a Fund and that the Accounting Agent has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Accounting Agent in performing its duties under this Agreementbeing sought.

Standard of Care; Limitation of Liability. The Accounting Agent shall, 10.0 Xxxxx Xxxxxx shall at all times, times exercise reasonable care and diligence and act in good faith and exercise reasonable care in performing the Servicesperformance of its duties hereunder, provided, however, that State Street shall be without liability to any Fund or any agent thereof for any loss, liability, damage, claim, cost or expense unless caused by its own fraud, willful default, negligence or willful misconduct or that of its agents, delegates or employees. The Accounting Agent State Street shall be responsible for the performance of only the Services and, except such duties as otherwise provided under Section 2.3 above, are explicitly set forth in this Agreement and shall have no responsibility for the actions or activities of any other partyparty (save its agents, delegates or employees), including other service providersproviders to a Fund. 11.2 Each Fund, severally but not jointly, hereby indemnifies and secures harmless (to the maximum extent permitted by law) State Street from and against all claims, actions, costs, charges, losses, damages and expenses (including without limitation legal fees and amounts reasonably paid in settlement) which State Street may incur or sustain (other than by reason of State Street’s bad faith, willful default or negligence or that of its agents, delegates or employees) in connection with the performance of its duties for that particular Fund under this Agreement or otherwise arising from any act or omission of that particular Fund or any other person (including any predecessor service provider to the Fund) prior to the effective date of this Agreement. 11.3 If State Street (the “Indemnified Party”) shall seek indemnification from a Fund (the “Indemnifying Party”) in respect of a claim or liability asserted by a third party, the Indemnified Party shall give written notice thereof to the Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the Indemnifying Party from any liability except as described to the extent that it is prejudiced by the failure or delay in Section 2.3 abovegiving such notice. Such notice shall summarize the basis for the claim for indemnification and any claim or liability being asserted by the third party. Within 15 days after receiving such notice, the Indemnifying Party shall give written notice to the Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against the third-party claim or liability at its own cost and expense. If the Indemnifying Party fails to give notice that it disputes an indemnification claim within 15 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim. The Accounting Agent Indemnifying Party shall be entitled to obtaindirect the defense against the third-party claim or liability with counsel selected by it (subject to the consent of the Indemnified Party, rely on which consent shall not be unreasonably withheld) as long as the Indemnifying Party is conducting a good faith and act upon the advice of counsel for the Fund on all mattersdiligent defense. The Accounting Agent Indemnified Party shall be without at all times have the right to fully participate in the defense of a third-party claim or liability for any action reasonably taken at its own expense directly or omitted in through counsel. If no such notice of intent to dispute and defend a third-party claim or liability is given by the Indemnifying Party, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnifying Party, the Indemnified Party shall have the right, at the expense of the Indemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the Indemnified Party), and to compromise or settle it, exercising reasonable business judgment. Except as otherwise provided in accordance the immediately preceding sentence, neither the Indemnified Party nor the Indemnifying Party shall settle or confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to indemnify the Indemnified Party, except with the advice prior written consent of counsel for both parties. The Indemnified Party shall at all times make available such information and assistance as the Fund. For Indemnifying Party may reasonably request and shall cooperate with the avoidance of doubtIndemnifying Party in such defense, it is hereby specifically understood and agreed that nothing in this Section shall be construed as imposing upon at the Accounting Agent any obligation to seek such advice of counsel for the Fund. Without in any way limiting the generality expense of the foregoing, the Accounting Agent shall in Indemnifying Party. 11.4 In no event shall any party be liable for any loss arising by reason of the occurrence of a Force Majeure Event (as defined in Section 12) which prevents, hinders or damage arising delays it from causes beyond or in performing its control orobligations under this Agreement. 10.0 Xxxxx Xxxxxx shall not be liable for any liabilities, on an industry standard basisdamages, its anticipation. Each Fundlosses, any Third Party Agent claims, taxes, duties, costs or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the services provided hereunder are responsible for the contents of such information expenses (including, without limitation, the accuracy thereof and each legal fees) whatsoever incurred or suffered by a Fund agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm or otherwise assume at any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered time as a result of the Accounting Agent's reasonable reliance on failure of the Fund or any other person (other than State Street, its employees, agents or delegates) to comply with the laws or regulations of any country or jurisdiction. For avoidance of doubt, the preceding sentence shall not relieve State Street of liability to the extent such other person’s failure to comply with laws or regulations is the direct result of State Street’s negligence, bad faith, fraud, willful default or willful misconduct in the discharge of its duties hereunder. 11.6 The provisions herein regarding indemnification, liability and utilization limits thereon shall survive following the expiration or termination of this Agreement to the extent relating to any claim or right of action arising in connection with the performance of this Agreement and each Fund and State Street shall enter into such information, documents as shall be necessary to ensure the survival of the same. 11.7 Each Fund acknowledges that except as otherwise required expressly set forth in this Agreement, State Street’s duties under this Agreement do not include any obligation to monitor the compliance of the Fund or any other person whatsoever with any restriction or guideline imposed by the Price Source Authorization its Constitutive Documents or by law or regulation or otherwise with respect regard to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Fund, Authorized Person or Third Party Agent to provide it with the information required by Section 3.1, Section 3.2 or Section 3.3 above. Further, and without in any way limiting the generality investment of the foregoing, assets of the Accounting Agent Fund. In no event shall State Street have no liability in respect of any loss, damage or expense suffered duty to enforce compliance by the Fund or any third partyother person whatsoever with any such restrictions or guidelines. 11.8 Each Fund acknowledges and agrees that State Street shall provide Compliance Monitoring Services, insofar as such lossif any, damage or expense arises from on a contractual basis only in accordance with the performance terms of the Accounting Agent's duties hereunder Compliance Monitoring Services Addendum attached hereto as Exhibit 2. The Compliance Monitoring Services are provided by reason State Street as a supplement to and not in place or in lieu of a Fund’s own compliance program and/or that of the Accounting Agent's good faith reliance upon records that were maintained for any Fund by any entity other than the Accounting Agent prior to such Fund's appointment investment advisers of the Accounting Agent pursuant to this Agreement. The Accounting Agent Fund. 10.0 Xxxxx Xxxxxx shall have no liability for any error of judgment to a Fund or mistake of law or otherwise for any loss or damage liability resulting from the State Street’s performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct non-performance of the Accounting Agent, its directors, officers, employees Compliance Monitoring Services except as expressly set forth in the Compliance Monitoring Services Addendum. 11.10 In no event shall State Street or Delegates. No party hereto shall any Fund be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (includingwhatsoever, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been even if advised of the possibility of such damages. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are The limitation on liability imposed by this Section 11.10 shall not intended be construed to relieve the Accounting Agent from any responsibility that it may otherwise have State Street of liability to a Fund in circumstances where (i) it is otherwise liable to the Fund under the terms of this Agreement for foreseeable loss incurred by such Fund as a direct result of losses resulting from an inaccurate Net Asset Value calculation and (ii) the Accounting Agent's negligent calculation of such Fund's net asset value. In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating arises from its obligation to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's liability under this Agreement with respect to the Services "n" through "aa" as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time by the parties hereto. This limitation on liability shall not be applicable to any other services listed on said Schedule A. Each Fund agrees to indemnify and hold the Accounting Agent and its directors, officers, employees and Delegates free and harmless from any expense, loss, cost, damage or claim, including reasonable attorney's fees and expenses (collectively, "LOSSES"), suffered by the Accounting Agent and caused by or compensate shareholders for direct loss resulting any claim, demand, action or suit (collectively, "CLAIMS") in connection with any action or omission by the Accounting Agent in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons, or from the acts purchase or omissions of such Fund or any authorized third-party whose services the Accounting Agent must rely upon in performing services hereunder, provided, however, that this indemnification shall not apply to actions or omissions of the Accounting Agent, its directors, officers, employees or Delegates in cases of its or their own negligence, bad faith or willful misconduct. The indemnifications contained herein shall survive the termination of this Agreement. Each Fund acknowledges and agrees that, with respect to investments it maintains with an entity which may from time to time act as a transfer agent for uncertificated shares of regulated investment companies (the "UNDERLYING TRANSFER AGENT"), such Underlying Transfer Agent is the sole source of information on the number redemption of shares held by it on behalf of a Fund and that the Accounting Agent has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Accounting Agent in performing its duties under this Agreementat such inaccurate Net Asset Value.

Standard of Care; Limitation of Liability. The Accounting Agent shall, 00.0 Xxxxx Xxxxxx shall at all times, times exercise reasonable care and diligence and act in good faith and exercise reasonable care in performing the Servicesperformance of its duties hereunder, provided, however, that State Street shall be without liability to any Fund or any agent thereof for any loss, liability, damage, claim, cost or expense unless caused by its own fraud, willful default, negligence or willful misconduct or that of its agents, delegates or employees. The Accounting Agent State Street shall be responsible for the performance of only the Services and, except such duties as otherwise provided under Section 2.3 above, are explicitly set forth in this Agreement and shall have no responsibility for the actions or activities of any other partyparty (save its agents, delegates or employees), including other service providersproviders to a Fund. 11.2 Each Fund, severally but not jointly, hereby indemnifies and secures harmless (to the maximum extent permitted by law) State Street from and against all claims, actions, costs, charges, losses, damages and expenses (including without limitation legal fees and amounts reasonably paid in settlement) which State Street may incur or sustain (other than by reason of State Street's bad faith, willful default or negligence or that of its agents, delegates or employees) in connection with the performance of its duties for that particular Fund under this Agreement or otherwise arising from any act or omission of that particular Fund or any other person (including any predecessor service provider to the Fund) prior to the effective date of this Agreement. 11.3 If State Street (the "Indemnified Party") shall seek indemnification from a Fund (the "Indemnifying Party") in respect of a claim or liability asserted by a third party, the Indemnified Party shall give written notice thereof to the Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the Indemnifying Party from any liability except as described to the extent that it is prejudiced by the failure or delay in Section 2.3 abovegiving such notice. Such notice shall summarize the basis for the claim for indemnification and any claim or liability being asserted by the third party. Within 15 days after receiving such notice, the Indemnifying Party shall give written notice to the Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against the third-party claim or liability at its own cost and expense. If the Indemnifying Party fails to give notice that it disputes an indemnification claim within 15 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim. The Accounting Agent Indemnifying Party shall be entitled to obtaindirect the defense against the third-party claim or liability with counsel selected by it (subject to the consent of the Indemnified Party, rely on which consent shall not be unreasonably withheld) as long as the Indemnifying Party is conducting a good faith and act upon the advice of counsel for the Fund on all mattersdiligent defense. The Accounting Agent Indemnified Party shall be without at all times have the right to fully participate in the defense of a third-party claim or liability for any action reasonably taken at its own expense directly or omitted in through counsel. If no such notice of intent to dispute and defend a third-party claim or liability is given by the Indemnifying Party, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnifying Party, the Indemnified Party shall have the right, at the expense of the Indemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the Indemnified Party), and to compromise or settle it, exercising reasonable business judgment. Except as otherwise provided in accordance the immediately preceding sentence, neither the Indemnified Party nor the Indemnifying Party shall settle or confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to indemnify the Indemnified Party, except with the advice prior written consent of counsel for both parties. The Indemnified Party shall at all times make available such information and assistance as the Fund. For Indemnifying Party may reasonably request and shall cooperate with the avoidance of doubtIndemnifying Party in such defense, it is hereby specifically understood and agreed that nothing in this Section shall be construed as imposing upon at the Accounting Agent any obligation to seek such advice of counsel for the Fund. Without in any way limiting the generality expense of the foregoing, the Accounting Agent shall in Indemnifying Party. 11.4 In no event shall any party be liable for any loss arising by reason of the occurrence of a Force Majeure Event (as defined in Section 12) which prevents, hinders or damage arising delays it from causes beyond or in performing its control orobligations under this Agreement. 00.0 Xxxxx Xxxxxx shall not be liable for any liabilities, on an industry standard basisdamages, its anticipation. Each Fundlosses, any Third Party Agent claims, taxes, duties, costs or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the services provided hereunder are responsible for the contents of such information expenses (including, without limitation, the accuracy thereof and each legal fees) whatsoever incurred or suffered by a Fund agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm or otherwise assume at any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered time as a result of the Accounting Agentfailure of the Fund or any other person (other than State Street, its employees, agents or delegates) to comply with the laws or regulations of any country or jurisdiction. For avoidance of doubt, the preceding sentence shall not relieve State Street of liability to the extent such other person's reasonable reliance on failure to comply with laws or regulations is the direct result of State Street's negligence, bad faith, fraud, willful default or willful misconduct in the discharge of its duties hereunder. 11.6 The provisions herein regarding indemnification, liability and utilization limits thereon shall survive following the expiration or termination of this Agreement to the extent relating to any claim or right of action arising in connection with the performance of this Agreement and each Fund and State Street shall enter into such information, documents as shall be necessary to ensure the survival of the same. 11.7 Each Fund acknowledges that except as otherwise required expressly set forth in this Agreement, State Street's duties under this Agreement do not include any obligation to monitor the compliance of the Fund or any other person whatsoever with any restriction or guideline imposed by the Price Source Authorization its Constitutive Documents or by law or regulation or otherwise with respect regard to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Fund, Authorized Person or Third Party Agent to provide it with the information required by Section 3.1, Section 3.2 or Section 3.3 above. Further, and without in any way limiting the generality investment of the foregoing, assets of the Accounting Agent Fund. In no event shall State Street have no liability in respect of any loss, damage or expense suffered duty to enforce compliance by the Fund or any third partyother person whatsoever with any such restrictions or guidelines. 11.8 Each Fund acknowledges and agrees that State Street shall provide Compliance Monitoring Services, insofar as such lossif any, damage or expense arises from on a contractual basis only in accordance with the performance terms of the Accounting AgentCompliance Monitoring Services Addendum attached hereto as Exhibit 2. The Compliance Monitoring Services are provided by State Street as a supplement to and not in place or in lieu of a Fund's duties hereunder by reason own compliance program and/or that of the Accounting Agent's good faith reliance upon records that were maintained for any Fund by any entity other than the Accounting Agent prior to such Fund's appointment investment advisers of the Accounting Agent pursuant to this Agreement. The Accounting Agent Fund. 00.0 Xxxxx Xxxxxx shall have no liability for any error of judgment to a Fund or mistake of law or otherwise for any loss or damage liability resulting from the State Street's performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct non-performance of the Accounting Agent, its directors, officers, employees Compliance Monitoring Services except as expressly set forth in the Compliance Monitoring Services Addendum. 11.10 In no event shall State Street or Delegates. No party hereto shall any Fund be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (includingwhatsoever, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been even if advised of the possibility of such damages. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are The limitation on liability imposed by this Section 11.10 shall not intended be construed to relieve the Accounting Agent from any responsibility that it may otherwise have State Street of liability to a Fund in circumstances where (i) it is otherwise liable to the Fund under the terms of this Agreement for foreseeable loss incurred by such Fund as a direct result of losses resulting from an inaccurate Net Asset Value calculation and (ii) the Accounting Agent's negligent calculation of such Fund's net asset value. In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating arises from its obligation to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's liability under this Agreement with respect to the Services "n" through "aa" as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time by the parties hereto. This limitation on liability shall not be applicable to any other services listed on said Schedule A. Each Fund agrees to indemnify and hold the Accounting Agent and its directors, officers, employees and Delegates free and harmless from any expense, loss, cost, damage or claim, including reasonable attorney's fees and expenses (collectively, "LOSSES"), suffered by the Accounting Agent and caused by or compensate shareholders for direct loss resulting any claim, demand, action or suit (collectively, "CLAIMS") in connection with any action or omission by the Accounting Agent in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons, or from the acts purchase or omissions of such Fund or any authorized third-party whose services the Accounting Agent must rely upon in performing services hereunder, provided, however, that this indemnification shall not apply to actions or omissions of the Accounting Agent, its directors, officers, employees or Delegates in cases of its or their own negligence, bad faith or willful misconduct. The indemnifications contained herein shall survive the termination of this Agreement. Each Fund acknowledges and agrees that, with respect to investments it maintains with an entity which may from time to time act as a transfer agent for uncertificated shares of regulated investment companies (the "UNDERLYING TRANSFER AGENT"), such Underlying Transfer Agent is the sole source of information on the number redemption of shares held by it on behalf of a Fund and that the Accounting Agent has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Accounting Agent in performing its duties under this Agreementat such inaccurate Net Asset Value.

Standard of Care; Limitation of Liability. (a) The Accounting Agent shall, at all times, act Adviser will exercise its best judgment in good faith and exercise reasonable care in performing rendering the Servicesservices described herein. The Accounting Agent Adviser shall be responsible for the performance of only the Services and, except as otherwise provided under Section 2.3 above, shall have no responsibility for the actions or activities of any other party, including other service providers, except as described in Section 2.3 above. The Accounting Agent shall be entitled to obtain, rely on and act upon the advice of counsel for the Fund on all matters. The Accounting Agent shall be without liability for any action reasonably taken or omitted in good faith in accordance with the advice of counsel for the Fund. For the avoidance of doubt, it is hereby specifically understood and agreed that nothing in this Section shall be construed as imposing upon the Accounting Agent any obligation to seek such advice of counsel for the Fund. Without in any way limiting the generality of the foregoing, the Accounting Agent shall in no event not be liable for any loss or damage arising from causes beyond its control or, on an industry standard basis, its anticipation. Each Fund, any Third Party Agent or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the services provided hereunder are responsible for the contents of such information including, without limitation, the accuracy thereof and each Fund agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Accounting Agent's reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Fund, Authorized Person or Third Party Agent to provide it with the information required by Section 3.1, Section 3.2 or Section 3.3 above. Further, and without in any way limiting the generality of the foregoing, the Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by the Fund or any third party, insofar as such loss, damage or expense arises from the performance of the Accounting Agent's duties hereunder by reason of the Accounting Agent's good faith reliance upon records that were maintained for any Fund by any entity other than the Accounting Agent prior to such Fund's appointment of the Accounting Agent pursuant to this Agreement. The Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss suffered by the Trust or damage the Funds in connection with the matters to which this Agreement relates, except a loss resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligencewillful misfeasance, bad faith or willful misconduct of the Accounting Agent, gross negligence on its directors, officers, employees or Delegates. No party hereto shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are not intended to relieve the Accounting Agent from any responsibility that it may otherwise have to a Fund under this Agreement for foreseeable loss incurred by such Fund as a direct result of the Accounting Agent's negligent calculation of such Fund's net asset value. In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's liability under this Agreement with respect to the Services "n" through "aa" as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time by the parties hereto. This limitation on liability shall not be applicable to any other services listed on said Schedule A. Each Fund agrees to indemnify and hold the Accounting Agent and its directors, officers, employees and Delegates free and harmless from any expense, loss, cost, damage or claim, including reasonable attorney's fees and expenses (collectively, "LOSSES"), suffered by the Accounting Agent and caused by or resulting any claim, demand, action or suit (collectively, "CLAIMS") in connection with any action or omission by the Accounting Agent part in the performance of its duties hereunderor from reckless disregard by the Adviser of its obligations and duties under this Agreement, or a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and amount set forth in Section 36(b)(3) of the 1940 Act). (b) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), except for information supplied by the Trust or another third party for inclusion therein. With respect to the Adviser’s obligations in the prior sentence, the Adviser shall be liable for any untrue statement of any material fact contained in such offering materials as well as the omission of any statement of a material fact which was required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they were made. (c) The Adviser shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of acting upon any instructions improper investment made by the Adviser. (d) The Adviser agrees to reimburse the Trust for any and all costs, expenses, and counsel and Trustees’ fees reasonably believed incurred by it the Trust in the preparation, printing and distribution of proxy statements, amendments to its Registration Statement, holdings of meetings of its shareholders or Trustees, the conduct of factual investigations, any legal or administrative proceedings (including any applications for exemptions or determinations by the Securities and Exchange Commission) which the Trust incurs as the result of action or inaction of the Adviser or any of its partners where the action or inaction necessitating such expenditures (i) is directly or indirectly related to any transactions or proposed transaction in the interests or control of the Adviser or its affiliates (or litigation related to any pending or proposed future transaction in such interests or control) which shall have been communicated by Authorized Personsundertaken without the prior, express approval of the Trust’s Board of Trustees; or (ii) is within the sole control of the Adviser or any of its affiliates or any of their officers, partners, employees, or agents. So long as this Agreement is in effect, the Adviser shall pay to the Trust the amount due for expenses subject to this subparagraph 11(d) within thirty (30) days after a bxxx or statement has been received from the acts or omissions of such Fund or any authorized third-party whose services the Accounting Agent must rely upon in performing services hereunder, provided, however, that this indemnification Trust therefore. This provision shall not apply be deemed to actions be a waiver of any claim which the Trust may have or omissions may assert against the Adviser or others for costs, expenses, or damages heretofore incurred by the Trust or for costs, expenses or damages the Trust may hereafter incur which are not reimbursable to it hereunder. (e) No provision of this Agreement shall be construed to protect any Trustee or officer of the Accounting AgentTrust, its directorsor partner or officer of the Adviser, officers, employees or Delegates from liability in cases violation of its or their own negligence, bad faith or willful misconduct. The indemnifications contained herein shall survive Sections 17(h) and (i) of the termination of this Agreement. Each Fund acknowledges and agrees that, with respect to investments it maintains with an entity which may from time to time act as a transfer agent for uncertificated shares of regulated investment companies (the "UNDERLYING TRANSFER AGENT"), such Underlying Transfer Agent is the sole source of information on the number of shares held by it on behalf of a Fund and that the Accounting Agent has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Accounting Agent in performing its duties under this Agreement1940 Act.

Standard of Care; Limitation of Liability. 6.1 The Accounting Transfer Agent shall, at all times, act in good faith and shall exercise reasonable care care, prudence and diligence (the “Standard of Care”) in performing the Services. The Accounting Agent shall be responsible for the performance carrying out all of only the Services andits duties and obligations under this Agreement, except as otherwise provided under Section 2.3 above, shall have no responsibility for the actions or activities of any other party, including other service providers, except as described in Section 2.3 above. The Accounting Agent shall be entitled to obtain, rely on and act upon the advice of counsel for the Fund on all matters. The Accounting Agent shall be without liability for any action reasonably taken or omitted in good faith in accordance with the advice of counsel for the Fund. For the avoidance of doubt, it is hereby specifically understood and agreed that nothing in this Section shall be construed as imposing upon the Accounting Agent any obligation to seek such advice of counsel for the Fund. Without in any way limiting the generality of the foregoing, the Accounting Agent shall in no event be liable for any loss or damage arising from causes beyond its control or, on an industry standard basis, its anticipation. Each Fund, any Third Party Agent or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the services provided hereunder are responsible for the contents of such information including, without limitation, the accuracy thereof and each Fund agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability liable to the Trust or the Portfolios, as the case may be, for any loss all losses, damages and expenses suffered or damage suffered as a result of the Accounting Agent's reasonable reliance on and utilization of such information, except as otherwise required incurred by the Price Source Authorization with respect to Trust or the use of data obtained Portfolios resulting from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Fund, Authorized Person or Third Party the Transfer Agent to provide it with exercise the information required Standard of Care. The parties agree that any encoding or payment processing errors shall be governed by Section 3.1, Section 3.2 or Section 3.3 above. Furtherthis Standard of Care, and without in any way limiting the generality that Section 4-209 of the foregoing, Uniform Commercial Code is superseded by this Section. 6.2 In no event shall the Accounting Transfer Agent shall have no liability in respect of any loss, damage or expense suffered by the Fund or any third party, insofar as such loss, damage or expense arises from the performance of the Accounting Agent's duties hereunder by reason of the Accounting Agent's good faith reliance upon records that were maintained for any Fund by any entity other than the Accounting Agent prior to such Fund's appointment of the Accounting Agent pursuant to this Agreement. The Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Accounting Agent, its directors, officers, employees or Delegates. No party hereto shall Trust be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' ’ fees) under any provision of arising in connection with this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been even if advised of the possibility of such damages. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are not intended to relieve the Accounting . 6.3 The Transfer Agent from any responsibility that it may otherwise have to a Fund under this Agreement for foreseeable loss incurred by such Fund as a direct result of the Accounting Agent's negligent calculation of such Fund's net asset value. In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's liability under this Agreement with respect to the Services "n" through "aa" as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time by the parties hereto. This limitation on liability shall not be applicable to held accountable or liable for any losses, damages or expenses the Trust or any shareholder or former shareholder of the Trust or any other services listed on said Schedule A. Each Fund agrees to indemnify and hold person may suffer or incur arising from acts, omissions, errors or delays of the Accounting Agent and its directors, officers, employees and Delegates free and harmless from any expense, loss, cost, damage or claim, including reasonable attorney's fees and expenses (collectively, "LOSSES"), suffered by the Accounting Agent and caused by or resulting any claim, demand, action or suit (collectively, "CLAIMS") in connection with any action or omission by the Accounting Transfer Agent in the performance of its obligations and duties hereunderas provided herein, including without limitation any error of judgment or as mistake of law, except a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Personsdamage, loss or expense resulting from the acts or omissions of such Fund or any authorized third-party whose services the Accounting Agent must rely upon in performing services hereunder, provided, however, that this indemnification shall not apply to actions or omissions of the Accounting Transfer Agent, its directors, officers, employees or Delegates in cases of its or their own negligence’s willful malfeasance, bad faith or willful misconductnegligence in the performance of its obligations and duties hereunder. 6.4 The Transfer Agent shall not be liable for any damages arising out of any misstatement or omission in the Portfolios’ Prospectus, shareholder reports, offering document or other information filed or made public by the Trust or the Distributor. 6.5 The Transfer Agent shall have no responsibility or liability for any obligations now or hereafter imposed on the Trust, a Portfolio, any Creation Units, any Shares, a beneficial owner thereof, an Authorized Participant in connection with the services provided by the Transfer Agent hereunder by the tax laws of any country or of any state or political subdivision thereof. The indemnifications contained herein shall survive the termination of this Agreement. Each Fund acknowledges and agrees that, with respect to investments it maintains with an entity which may from time to time act as a transfer agent for uncertificated shares of regulated investment companies (the "UNDERLYING TRANSFER AGENT"), such Underlying Transfer Agent is shall not be responsible for identifying the sole source of information obligations imposed on the number of shares held by it on behalf of Trust, a Fund and that Portfolio, the Accounting Agent has Creation Units, or the right to rely on holdings information furnished Shares in connection with the services provided by the Underlying Transfer Agent to hereunder by the Accounting Agent in performing its duties under this Agreementtax law of countries, states and political subdivisions thereof, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting.

Standard of Care; Limitation of Liability. The Accounting Agent shall, 00.0 Xxxxx Xxxxxx shall at all times, times exercise reasonable care and diligence and act in good faith and exercise reasonable care in performing the Servicesperformance of its duties hereunder, provided, however, that State Street shall be without liability to any Fund or any agent thereof for any loss, liability, damage, claim, cost or expense unless caused by its own fraud, willful default, negligence or willful misconduct or that of its agents, delegates or employees. The Accounting Agent State Street shall be responsible for the performance of only the Services and, except such duties as otherwise provided under Section 2.3 above, are explicitly set forth in this Agreement and shall have no responsibility for the actions or activities of any other partyparty (save its agents, delegates or employees), including other service providersproviders to a Fund. 11.2 Each Fund, severally but not jointly, hereby indemnities and secures harmless (to the maximum extent permitted by law) State Street from and against all claims, actions, costs, charges, losses, damages and expenses (including without limitation legal fees and amounts reasonably paid in settlement) which State Street may incur or sustain (other than by reason of State Street’s bad faith, willful default or negligence or that of its agents, delegates or employees) in connection with the performance of its duties for that particular Fund under this Agreement or otherwise arising from any act or omission of that particular Fund or any other person (including any predecessor service provider to the Fund) prior to the effective date of this Agreement. 11.3 If State Street (the “Indemnified Party”) shall seek indemnification from a Fund (the “Indemnifying Party”) in respect of a claim or liability asserted by a third party, the Indemnified Party shall give written notice thereof to the Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the Indemnifying Party from any liability except as described to the extent that it is prejudiced by the failure or delay in Section 2.3 abovegiving such notice. Such notice shall summarize the basis for the claim for indemnification and any claim or liability being asserted by the third party. Within 15 days after receiving such notice, the Indemnifying Party shall give written notice to the Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against the third-party claim or liability at its own cost and expense. If the Indemnifying Party fails to give notice that it disputes an indemnification claim within 15 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim. The Accounting Agent Indemnifying Party shall be entitled to obtaindirect the defense against the third-party claim or liability with counsel selected by it (subject to the consent of the Indemnified Party, rely on which consent shall not be unreasonably withheld) as long as the Indemnifying Party is conducting a good faith and act upon the advice of counsel for the Fund on all mattersdiligent defense. The Accounting Agent Indemnified Party shall be without at all times have the right to fully participate in the defense of a third-party claim or liability for any action reasonably taken at its own expense directly or omitted in through counsel. If no such notice of intent to dispute and defend a third-party claim or liability is given by the Indemnifying Party, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnifying Party, the Indemnified Party shall have the right, at the expense of the Indemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the Indemnified Party), and to compromise or settle it, exercising reasonable business judgment. Except as otherwise provided in accordance the immediately preceding sentence, neither the Indemnified Party nor the Indemnifying Party shall settle or confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to indemnify the Indemnified Party, except with the advice prior written consent of counsel for both parties. The Indemnified Party shall at all times make available such information and assistance as the Fund. For Indemnifying Party may reasonably request and shall cooperate with the avoidance of doubtIndemnifying Party in such defense, it is hereby specifically understood and agreed that nothing in this Section shall be construed as imposing upon at the Accounting Agent any obligation to seek such advice of counsel for the Fund. Without in any way limiting the generality expense of the foregoing, the Accounting Agent shall in Indemnifying Party. 11.4 In no event shall any party be liable for any loss arising by reason of the occurrence of a Force Majeure Event (as defined in Section 12) which prevents, hinders or damage arising delays it from causes beyond or in performing its control orobligations under this Agreement. 00.0 Xxxxx Xxxxxx shall not be liable for any liabilities, on an industry standard basisdamages, its anticipation. Each Fundlosses, any Third Party Agent claims, taxes, duties, costs or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the services provided hereunder are responsible for the contents of such information expenses (including, without limitation, the accuracy thereof and each legal fees) whatsoever incurred or suffered by a Fund agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm or otherwise assume at any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered time as a result of the Accounting Agent's reasonable reliance on failure of the Fund or any other person (other than State Street, its employees, agents or delegates) to comply with the laws or regulations of any country or jurisdiction. For avoidance of doubt, the preceding sentence shall not relieve State Street of liability to the extent such other person’s failure to comply with laws or regulations is the direct result of State Street’s negligence, bad faith, fraud, willful default or willful misconduct in the discharge of its duties hereunder. 11.6 The provisions herein regarding indemnification, liability and utilization limits thereon shall survive following the expiration or termination of this Agreement to the extent relating to any claim or right of action arising in connection with the performance of this Agreement and each Fund and _ State Street shall enter into such information, documents as shall be necessary to ensure the survival of the same. 11.7 Each Fund acknowledges that except as otherwise required expressly set forth in this Agreement, State Street’s duties under this Agreement do not include any obligation to monitor the compliance of the Fund or any other person whatsoever with any restriction or guideline imposed by the Price Source Authorization its Constitutive Documents or by law or regulation or otherwise with respect regard to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Fund, Authorized Person or Third Party Agent to provide it with the information required by Section 3.1, Section 3.2 or Section 3.3 above. Further, and without in any way limiting the generality investment of the foregoing, assets of the Accounting Agent Fund. In no event shall State Street have no liability in respect of any loss, damage or expense suffered duty to enforce compliance by the Fund or any third partyother person whatsoever with any such restrictions or guidelines. 11.8 Each Fund acknowledges and agrees that State Street shall provide Compliance Monitoring Services, insofar as such lossif any, damage or expense arises from on a contractual basis only in accordance with the performance terms of the Accounting Agent's duties hereunder Compliance Monitoring Services Addendum attached hereto as Exhibit 2. The Compliance Monitoring Services are provided by reason State Street as a supplement to and not in place or in lieu of a Fund’s own compliance program and/or that of the Accounting Agent's good faith reliance upon records that were maintained for any Fund by any entity other than the Accounting Agent prior to such Fund's appointment investment advisers of the Accounting Agent pursuant to this Agreement. The Accounting Agent Fund. 00.0 Xxxxx Xxxxxx shall have no liability for any error of judgment to a Fund or mistake of law or otherwise for any loss or damage liability resulting from the State Street’s performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct non-performance of the Accounting Agent, its directors, officers, employees Compliance Monitoring Services except as expressly set forth in the Compliance Monitoring Services Addendum. 11.10 In no event shall State Street or Delegates. No party hereto shall any Fund be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (includingwhatsoever, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been even if advised of the possibility of such damages. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are The limitation on liability imposed by this Section 11.10 shall not intended be construed to relieve the Accounting Agent from any responsibility that it may otherwise have State Street of liability to a Fund in circumstances where (i) it is otherwise liable to the Fund under the terms of this Agreement for foreseeable loss incurred by such Fund as a direct result of losses resulting from an inaccurate Net Asset Value calculation and (ii) the Accounting Agent's negligent calculation of such Fund's net asset value. In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating arises from its obligation to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's liability under this Agreement with respect to the Services "n" through "aa" as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time by the parties hereto. This limitation on liability shall not be applicable to any other services listed on said Schedule A. Each Fund agrees to indemnify and hold the Accounting Agent and its directors, officers, employees and Delegates free and harmless from any expense, loss, cost, damage or claim, including reasonable attorney's fees and expenses (collectively, "LOSSES"), suffered by the Accounting Agent and caused by or compensate shareholders for direct loss resulting any claim, demand, action or suit (collectively, "CLAIMS") in connection with any action or omission by the Accounting Agent in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons, or from the acts purchase or omissions of such Fund or any authorized third-party whose services the Accounting Agent must rely upon in performing services hereunder, provided, however, that this indemnification shall not apply to actions or omissions of the Accounting Agent, its directors, officers, employees or Delegates in cases of its or their own negligence, bad faith or willful misconduct. The indemnifications contained herein shall survive the termination of this Agreement. Each Fund acknowledges and agrees that, with respect to investments it maintains with an entity which may from time to time act as a transfer agent for uncertificated shares of regulated investment companies (the "UNDERLYING TRANSFER AGENT"), such Underlying Transfer Agent is the sole source of information on the number redemption of shares held by it on behalf of a Fund and that the Accounting Agent has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Accounting Agent in performing its duties under this Agreementat such inaccurate Net Asset Value.

Standard of Care; Limitation of Liability. The Accounting Agent shallWinsbury shall exercise ----------------------------------------- due care and diligence to ensure the accuracy of all services performed under this Agreement, at all times, act in good faith and exercise reasonable care in performing but shall not be liable to the Services. The Accounting Agent shall be responsible for the performance of only the Services and, except as otherwise provided under Section 2.3 above, shall have no responsibility for the actions or activities of any other party, including other service providers, except as described in Section 2.3 above. The Accounting Agent shall be entitled to obtain, rely on and act upon the advice of counsel for the Fund on all matters. The Accounting Agent shall be without liability Company for any action reasonably taken or omitted in good faith in accordance with the advice of counsel for the Fund. For the avoidance of doubt, it is hereby specifically understood and agreed that nothing in this Section shall be construed as imposing upon the Accounting Agent any obligation to seek such advice of counsel for the Fund. Without in any way limiting the generality of the foregoing, the Accounting Agent shall in no event be liable for any loss or damage arising from causes beyond its control or, on an industry standard basis, its anticipation. Each Fund, any Third Party Agent or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included by Winsbury in the services provided hereunder are responsible for the contents absence of such information includingbad faith, without limitationwillful misconduct, the accuracy thereof and each Fund agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm negligence or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Accounting Agent's reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Fund, Authorized Person or Third Party Agent to provide it with the information required by Section 3.1, Section 3.2 or Section 3.3 above. Further, and without in any way limiting the generality of the foregoing, the Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by the Fund or any third party, insofar as such loss, damage or expense arises from the performance of the Accounting Agent's duties hereunder by reason of the Accounting Agent's good faith reliance upon records that were maintained for any Fund by any entity other than the Accounting Agent prior to such Fund's appointment of the Accounting Agent pursuant to this Agreement. The Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance reckless disregard of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Accounting Agent, its directors, officers, employees or Delegatesduties. No party hereto shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are not intended to relieve the Accounting Agent from any responsibility that it may otherwise have to a Fund under this Agreement for foreseeable loss incurred by such Fund as a direct result of the Accounting Agent's negligent calculation of such Fund's net asset value. In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's liability under this Agreement with respect to the Services "n" through "aa" as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time by the parties hereto. This limitation on liability shall not be applicable to any other services listed on said Schedule A. Each Fund agrees to indemnify and hold the Accounting Agent and harmless Winsbury, its employees, agents, directors, officersofficers and nominees from and against any and all claims, employees demands, actions and Delegates free suits, whether groundless or otherwise, and harmless from and against any expenseand all judgments, lossliabilities, costlosses, damage or claimdamages, including reasonable attorney's costs, charges, counsel fees and other expenses (collectively, "LOSSES"), suffered by the Accounting Agent of every nature and caused by character arising out of or resulting in any claim, demand, action way relating to Winsbury's actions taken or suit (collectively, "CLAIMS") in connection nonactions with any action or omission by the Accounting Agent in respect to the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it services under this Agreement with respect to have been communicated by Authorized Persons, or from the acts or omissions of such Fund or any based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such Fund given or made to Winsbury by a duly authorized third-party whose services representative of the Accounting Agent must rely upon in performing services hereunder, provided, however, Company; provided that this indemnification shall not apply to actions or omissions of the Accounting Agent, its directors, officers, employees or Delegates Winsbury in cases of its own bad faith, willful misfeasance, negligence or their own negligencefrom reckless disregard by it of its obligations and duties, bad faith or willful misconduct. The indemnifications contained herein shall survive and further provided that prior to confessing any claim against it which may be the termination subject of this Agreementindemnification, Winsbury shall give the Company written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Winsbury. Each Fund acknowledges Winsbury assumes no responsibility hereunder, and agrees thatshall not be liable, with respect to investments it maintains with an entity which may from time to time act as a transfer agent for uncertificated shares any damage, loss of regulated investment companies (the "UNDERLYING TRANSFER AGENT")data, such Underlying Transfer Agent is the sole source of information on the number of shares held delay or any other loss whatsoever caused by it on behalf of a Fund and that the Accounting Agent has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Accounting Agent in performing events beyond its duties under this Agreementreasonable control.

Standard of Care; Limitation of Liability. The Accounting Agent shall, 00.0 Xxxxx Xxxxxx shall at all times, times exercise reasonable care and diligence and act in good faith and exercise reasonable care in performing the Servicesperformance of its duties hereunder, provided, however, that State Street shall be without liability to any Fund or any agent thereof for any loss, liability, damage, claim, cost or expense unless caused by its own fraud, willful default, negligence or willful misconduct or that of its agents, delegates or employees. The Accounting Agent State Street shall be responsible for the performance of only the Services and, except such duties as otherwise provided under Section 2.3 above, are explicitly set forth in this Agreement and shall have no responsibility for the actions or activities of any other partyparty (save its agents, delegates or employees), including other service providersproviders to a Fund. 11.2 Each Fund, severally but not jointly, hereby indemnifies and secures harmless (to the maximum extent permitted by law) State Street from and against all claims, actions, costs, charges, losses, damages and expenses (including without limitation legal fees and amounts reasonably paid in settlement) which State Street may incur or sustain (other than by reason of State Street's bad faith, willful default or negligence or that of its agents, delegates or employees) in connection with the performance of its duties for that particular Fund under this Agreement or otherwise arising from any act or omission of that particular Fund or any other person (including any predecessor service provider to the Fund) prior to the effective date of this Agreement. 11.3 If State Street (the "Indemnified Party") shall seek indemnification from a Fund (the "Indemnifying Party") in respect of a claim or liability asserted by a third party, the Indemnified Party shall give written notice thereof to the Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying Party from any liability except as described to the extent that it is prejudiced by the failure or delay in Section 2.3 abovegiving such notice. Such notice shall summarize the basis for the claim for indemnification and any claim or liability being asserted by the third party. Within 15 days after receiving such notice, the Indemnifying Party shall give written notice to the Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against the third-party claim or liability at its own cost and expense. If the Indemnifying Party fails to give notice that it disputes an indemnification claim within 15 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim. The Accounting Agent Indemnifying Party shall be entitled to obtaindirect the defense against the third-party claim or liability with counsel selected by it (subject to the consent of the Indemnified Party, rely on which consent shall not be unreasonably withheld) as long as the Indemnifying Party is conducting a good faith and act upon the advice of counsel for the Fund on all mattersdiligent defense. The Accounting Agent Indemnified Party shall be without at all times have the right to fully participate in the defense of a third-party claim or liability for any action reasonably taken at its own expense directly or omitted in through counsel. If no such notice of intent to dispute and defend a third-party claim or liability is given by the Indemnifying Party, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnifying Party, the Indemnified Party shall have the right, at the expense of the Indemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the Indemnified Party), and to compromise or settle it, exercising reasonable business judgment. Except as otherwise provided in accordance the immediately preceding sentence, neither the Indemnified Party nor the Indemnifying Party shall settle or confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to indemnify the Indemnified Party, except with the advice prior written consent of counsel for both parties. The Indemnified Parry shall at all times make available such information and assistance as the Fund. For Indemnifying Party may reasonably request and shall cooperate with the avoidance of doubtIndemnifying Party in such defense, it is hereby specifically understood and agreed that nothing in this Section shall be construed as imposing upon at the Accounting Agent any obligation to seek such advice of counsel for the Fund. Without in any way limiting the generality expense of the foregoing, the Accounting Agent shall in Indemnifying Party. 11.4 In no event shall any party be liable for any loss arising by reason of the occurrence of a Force Majeure Event (as defined in Section 12) which prevents, hinders or damage arising delays it from causes beyond or in performing its control orobligations under this Agreement. 00.0 Xxxxx Xxxxxx shall not be liable for any liabilities, on an industry standard basisdamages, its anticipation. Each Fundlosses, any Third Party Agent claims, taxes, duties, costs or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the services provided hereunder are responsible for the contents of such information expenses (including, without limitation, the accuracy thereof and each legal fees) whatsoever incurred or suffered by a Fund agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm or otherwise assume at any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered time as a result of the Accounting Agentfailure of the Fund or any other person (other than State Street, its employees, agents or delegates) to comply with the laws or regulations of any country or jurisdiction. For avoidance of doubt, the preceding sentence shall not relieve State Street of liability to the extent such other person's reasonable reliance on failure to comply with laws or regulations is the direct result of State Street's negligence, bad faith, fraud, willful default or willful misconduct in the discharge of its duties hereunder. 11.6 The provisions herein regarding indemnification, liability and utilization limits thereon shall survive following the expiration or termination of this Agreement to the extent relating to any claim or right of action arising in connection with the performance of this Agreement and each Fund and State Street shall enter into such information, documents as shall be necessary to ensure the survival of the same. 11.7 Each Fund acknowledges that except as otherwise required expressly set forth in this Agreement, State Street's duties under this Agreement do not include any obligation to monitor the compliance of the Fund or any other person whatsoever with any restriction or guideline imposed by the Price Source Authorization its Constitutive Documents or by law or regulation or otherwise with respect regard to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Fund, Authorized Person or Third Party Agent to provide it with the information required by Section 3.1, Section 3.2 or Section 3.3 above. Further, and without in any way limiting the generality investment of the foregoing, assets of the Accounting Agent Fund. In no event shall State Street have no liability in respect of any loss, damage or expense suffered duty to enforce compliance by the Fund or any third partyother person whatsoever with any such restrictions or guidelines. 11.8 Each Fund acknowledges and agrees that State Street shall provide Compliance Monitoring Services, insofar as such lossif any, damage or expense arises from on a contractual basis only in accordance with the performance terms of the Accounting AgentCompliance Monitoring Services Addendum attached hereto as Exhibit 2. The Compliance Monitoring Services are provided by State Street as a supplement to and not in place or in lieu of a Fund's duties hereunder by reason own compliance program and/or that of the Accounting Agent's good faith reliance upon records that were maintained for any Fund by any entity other than the Accounting Agent prior to such Fund's appointment investment advisers of the Accounting Agent pursuant to this Agreement. The Accounting Agent Fund. 00.0 Xxxxx Xxxxxx shall have no liability for any error of judgment to a Fund or mistake of law or otherwise for any loss or damage liability resulting from the State Street's performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct non-performance of the Accounting Agent, its directors, officers, employees Compliance Monitoring Services except as expressly set forth in the Compliance Monitoring Services Addendum. 11.10 In no event shall State Street or Delegates. No party hereto shall any Fund be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (includingwhatsoever, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been even if advised of the possibility of such damages. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are .' The limitation on liability imposed by this Section 11.10 shall not intended be construed to relieve the Accounting Agent from any responsibility that it may otherwise have State Street of liability to a Fund in circumstances where (i) it is otherwise liable to the Fund under the terms of this Agreement for foreseeable loss incurred by such Fund as a direct result of losses resulting from an inaccurate Net Asset Value calculation and (ii) the Accounting Agent's negligent calculation of such Fund's net asset value. In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company arises from its obligation to compensate shareholders for direct loss resulting from the purchase or redemption of shares at such inaccurate Net Asset Value. Fund under the Internal Revenue Code terms of 1986, as amended, or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's liability under this Agreement with respect for losses resulting from an inaccurate Net Asset Value calculation and (ii) the liability of the Fund arises from its obligation to the Services "n" through "aa" as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time by the parties hereto. This limitation on liability shall not be applicable to any other services listed on said Schedule A. Each Fund agrees to indemnify and hold the Accounting Agent and its directors, officers, employees and Delegates free and harmless from any expense, loss, cost, damage or claim, including reasonable attorney's fees and expenses (collectively, "LOSSES"), suffered by the Accounting Agent and caused by or compensate shareholders for direct loss resulting any claim, demand, action or suit (collectively, "CLAIMS") in connection with any action or omission by the Accounting Agent in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons, or from the acts purchase or omissions of such Fund or any authorized third-party whose services the Accounting Agent must rely upon in performing services hereunder, provided, however, that this indemnification shall not apply to actions or omissions of the Accounting Agent, its directors, officers, employees or Delegates in cases of its or their own negligence, bad faith or willful misconduct. The indemnifications contained herein shall survive the termination of this Agreement. Each Fund acknowledges and agrees that, with respect to investments it maintains with an entity which may from time to time act as a transfer agent for uncertificated shares of regulated investment companies (the "UNDERLYING TRANSFER AGENT"), such Underlying Transfer Agent is the sole source of information on the number redemption of shares held by it on behalf of a Fund and that the Accounting Agent has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Accounting Agent in performing its duties under this Agreementat such inaccurate Net Asset Value.

Standard of Care; Limitation of Liability. The Accounting Agent shall, 15.1. State Street shall at all times, times exercise reasonable care and diligence and act in good faith and exercise reasonable care in performing the Servicesperformance of its duties hereunder; provided, however, that State Street shall be without liability to a Manager for any Damages arising out of or relating to the performance or non-performance of its duties under this Agreement unless caused by its own negligence, fraud, bad faith, willful default or willful misconduct or that of its Delegates. The Accounting Agent State Street shall be responsible for the performance of only the Services and, except such duties as otherwise provided under Section 2.3 above, are expressly set forth in this Agreement and shall have no responsibility for the actions acts or activities omissions of any other partyperson (save its Delegates), including, without, limitation any Third-Party Service Providers. In no event shall State Street assume any liability as a principal in relation to any investment activity undertaken by a Manager. 15.2. State Street shall exercise reasonable care in the selection and engagement of Third Parties with whom it contracts for technology and services used to provide the Services, including other service providerswithout limitation, Authorized Data Sources. 15.3. Each Manager, severally but not jointly, hereby indemnifies and holds State Street harmless from and against any Damages (including without limitation reasonable legal fees) which State Street may incur or sustain in connection with the performance of its duties for such Manager under this Agreement, except as described to the extent resulting from State Street's negligence, fraud, bad faith, willful default or willful misconduct or that of its Delegates in Section 2.3 abovethe discharge of its duties hereunder. 15.4. The Accounting Agent State Street shall be entitled have no liability to obtaina Manager or any other person and each Manager, rely on severally but not jointly, shall indemnify and act upon the advice of counsel for the Fund on all matters. The Accounting Agent shall be without liability for hold State Street harmless from and against any action reasonably taken Damages resulting from or omitted in caused by (i) State Street's good faith reliance on the accuracy and completeness of the Historic Records in accordance with respect of such Manager or (ii) any act or omission of such Manager or any other person (including any predecessor service provider to the advice of counsel Manager) prior to the relevant Effective Date, including, for the Fund. For the avoidance of doubt, it is hereby specifically understood and agreed any Claim asserted on or after the Effective Date that nothing in this Section shall be construed as imposing upon arises from events (including any act or omission of such Manager) occurring prior to the Accounting Agent Effective Date. 15.5. State Street's duties hereunder do not include any obligation to seek such advice of counsel for monitor compliance by a Manager or any other person whatsoever with any restriction or guideline imposed by its constitutive documents, by contract or by law, regulation or otherwise with regard to the Fund. Without in any way limiting the generality investment of the foregoing, assets of the Accounting Agent shall in Customers or the investment activity of the Manager. In no event shall State Street have any duty to enforce compliance by a Manager or any other person whatsoever with any such restrictions or guidelines. 15.6. In no event shall any Party be liable for any loss or damage Damages arising from causes beyond its control or, on an industry standard basis, its anticipation. Each Fund, any Third Party Agent or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the services provided hereunder are responsible for the contents of such information including, without limitation, the accuracy thereof and each Fund agrees to make no claim against the Accounting Agent arising out by reason of the contents occurrence of such thirda Force Majeure Event (as defined in sub-party data includingsection 16.2) that prevents, but not limited to, the accuracy thereofhinders or delays it from or in performing its obligations under this Agreement. 15.7. The Accounting Agent In no event shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall Party be without liability liable for any loss Damages incurred or damage suffered by another Party at any time as a result of the Accounting Agent's reasonable reliance on and utilization failure of such information, except as otherwise required by other Party to comply with the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss laws or damage caused by the failure regulations of any Fund, Authorized Person country or Third Party Agent to provide it with the information required by Section 3.1, Section 3.2 or Section 3.3 above. Further, and without in any way limiting the generality of the foregoing, the Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by the Fund or any third party, insofar as such loss, damage or expense arises from the performance of the Accounting Agent's duties hereunder by reason of the Accounting Agent's good faith reliance upon records that were maintained for any Fund by any entity other than the Accounting Agent prior to such Fund's appointment of the Accounting Agent pursuant to this Agreement. The Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Accounting Agent, its directors, officers, employees or Delegates. No party hereto shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damagesjurisdiction. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are shall not intended relieve a Party of liability to relieve the Accounting Agent from extent such other Party's failure to comply with any responsibility that it may otherwise have to a Fund under this Agreement for foreseeable loss incurred by such Fund as a law or regulation is the direct result of the Accounting Agentfirst Party's negligent calculation of such Fund's net asset value. In any eventnegligence, for any liability fraud, bad faith, willful default or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's liability under this Agreement with respect to the Services "n" through "aa" as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time by the parties hereto. This limitation on liability shall not be applicable to any other services listed on said Schedule A. Each Fund agrees to indemnify and hold the Accounting Agent and its directors, officers, employees and Delegates free and harmless from any expense, loss, cost, damage or claim, including reasonable attorney's fees and expenses (collectively, "LOSSES"), suffered by the Accounting Agent and caused by or resulting any claim, demand, action or suit (collectively, "CLAIMS") in connection with any action or omission by the Accounting Agent willful misconduct in the performance discharge of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons, or from the acts or omissions of such Fund or any authorized third-party whose services the Accounting Agent must rely upon in performing services hereunder, provided, however, that this indemnification shall not apply to actions or omissions of the Accounting Agent, its directors, officers, employees or Delegates in cases of its or their own negligence, bad faith or willful misconduct. 15.8. The indemnifications contained herein Indemnifying Party under this Agreement shall, at its expense, be entitled to control and direct the investigation and defense of any Claim. The Indemnifying Party shall survive the termination of this Agreement. Each Fund acknowledges and agrees that, with respect to investments it maintains with an entity which may from time to time act as a transfer agent for uncertificated shares of regulated investment companies (the "UNDERLYING TRANSFER AGENT"), such Underlying Transfer Agent is the sole source of information on the number of shares held by it on behalf of a Fund and that the Accounting Agent has have the right to rely on holdings information furnished by settle any such Claim without the Underlying Transfer Agent consent of the Indemnified Party provided that such settlement (i) fully releases the Indemnified Party from any liability and provides no admission of wrongdoing, and (ii) does not subject the Indemnified Party to any additional obligation, whether financial or otherwise. In the Accounting Agent event that any such settlement does not meet the requirements of (i) and (ii) above, then the Indemnified Party must consent to such settlement in performing writing, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party may participate in the defense of a Claim with counsel of its duties under this Agreementown choosing at its cost and expense. 15.9. IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO ANY OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, ENHANCED OR SPECIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY MANNER RELATING TO THIS AGREEMENT, THE PERFORMANCE OR BREACH HEREOF OR THE SUBJECT MATTER HEREOF, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT OR SHOULD HAVE ANTICIPATED, THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SUB-SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION IN WHICH A CLAIM IS BROUGHT, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND, WHETHER ACTIVE OR PASSIVE), WARRANTY, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, AND SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.

Standard of Care; Limitation of Liability. The Accounting Agent shall, 11.1 State Street shall at all times, times exercise reasonable care and diligence and act in good faith and exercise reasonable care in performing the Servicesperformance of its duties hereunder, provided, however, that State Street shall be without liability to any Fund or any agent thereof for any loss, liability, damage, claim, cost or expense unless caused by its own fraud, willful default, negligence or willful misconduct or that of its agents, delegates or employees. The Accounting Agent State Street shall be responsible for the performance of only the Services and, except such duties as otherwise provided under Section 2.3 above, are explicitly set forth in this Agreement and shall have no responsibility for the actions or activities of any other partyparty (save its agents, delegates or employees), including other service providersproviders to a Fund. 11.2 Each Fund, severally but not jointly, hereby indemnifies and secures harmless (to the maximum extent permitted by law) State Street from and against all claims, actions, costs, charges, losses, damages and expenses (including without limitation legal fees and amounts reasonably paid in settlement) which State Street may incur or sustain (other than by reason of State Street’s bad faith, willful default or negligence or that of its agents, delegates or employees) in connection with the performance of its duties for that particular Fund under this Agreement or otherwise arising from any act or omission of that particular Fund or any other person (including any predecessor service provider to the Fund) prior to the effective date of this Agreement. 11.3 If State Street (the “Indemnified Party”) shall seek indemnification from a Fund (the “Indemnifying Party”) in respect of a claim or liability asserted by a third party, the Indemnified Party shall give written notice thereof to the Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the Indemnifying Party from any liability except as described to the extent that it is prejudiced by the failure or delay in Section 2.3 abovegiving such notice. Such notice shall summarize the basis for the claim for indemnification and any claim or liability being asserted by the third party. Within 15 days after receiving such notice, the Indemnifying Party shall give written notice to the Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against the third-party claim or liability at its own cost and expense. If the Indemnifying Party fails to give notice that it disputes an indemnification claim within 15 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim. The Accounting Agent Indemnifying Party shall be entitled to obtaindirect the defense against the third-party claim or liability with counsel selected by it (subject to the consent of the Indemnified Party, rely on which consent shall not be unreasonably withheld) as long as the Indemnifying Party is conducting a good faith and act upon the advice of counsel for the Fund on all mattersdiligent defense. The Accounting Agent Indemnified Party shall be without at all times have the right to fully participate in the defense of a third-party claim or liability for any action reasonably taken at its own expense directly or omitted in through counsel. If no such notice of intent to dispute and defend a third-party claim or liability is given by the Indemnifying Party, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnifying Party, the Indemnified Party shall have the right, at the expense of the Indemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the Indemnified Party), and to compromise or settle it, exercising reasonable business judgment. Except as otherwise provided in accordance the immediately preceding sentence, neither the Indemnified Party nor the Indemnifying Party shall settle or confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to indemnify the Indemnified Party, except with the advice prior written consent of counsel for both parties. The Indemnified Party shall at all times make available such information and assistance as the Fund. For Indemnifying Party may reasonably request and shall cooperate with the avoidance of doubtIndemnifying Party in such defense, it is hereby specifically understood and agreed that nothing in this Section shall be construed as imposing upon at the Accounting Agent any obligation to seek such advice of counsel for the Fund. Without in any way limiting the generality expense of the foregoing, the Accounting Agent shall in Indemnifying Party. 11.4 In no event shall any party be liable for any loss arising by reason of the occurrence of a Force Majeure Event (as defined in Section 12) which prevents, hinders or damage arising delays it from causes beyond or in performing its control orobligations under this Agreement. 10.0 Xxxxx Xxxxxx shall not be liable for any liabilities, on an industry standard basisdamages, its anticipation. Each Fundlosses, any Third Party Agent claims, taxes, duties, costs or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the services provided hereunder are responsible for the contents of such information expenses (including, without limitation, the accuracy thereof and each legal fees) whatsoever incurred or suffered by a Fund agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm or otherwise assume at any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered time as a result of the Accounting Agent's reasonable reliance on failure of the Fund or any other person (other than State Street, its employees, agents or delegates) to comply with the laws or regulations of any country or jurisdiction. For avoidance of doubt, the preceding sentence shall not relieve State Street of liability to the extent such other person’s failure to comply with laws or regulations is the direct result of State Street’s negligence, bad faith, fraud, willful default or willful misconduct in the discharge of its duties hereunder. 11.6 The provisions herein regarding indemnification, liability and utilization limits thereon shall survive following the expiration or termination of this Agreement to the extent relating to any claim or right of action arising in connection with the performance of this Agreement and each Fund and State Street shall enter into such information, documents as shall be necessary to ensure the survival of the same. 11.7 Each Fund acknowledges that except as otherwise required expressly set forth in this Agreement, State Street’s duties under this Agreement do not include any obligation to monitor the compliance of the Fund or any other person whatsoever with any restriction or guideline imposed by the Price Source Authorization its Constitutive Documents or by law or regulation or otherwise with respect regard to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Fund, Authorized Person or Third Party Agent to provide it with the information required by Section 3.1, Section 3.2 or Section 3.3 above. Further, and without in any way limiting the generality investment of the foregoing, assets of the Accounting Agent Fund. In no event shall State Street have no liability in respect of any loss, damage or expense suffered duty to enforce compliance by the Fund or any third partyother person whatsoever with any such restrictions or guidelines. 11.8 Each Fund acknowledges and agrees that State Street shall provide Compliance Monitoring Services, insofar as such lossif any, damage or expense arises from on a contractual basis only in accordance with the performance terms of the Accounting Agent's duties hereunder Compliance Monitoring Services Addendum attached hereto as Exhibit 2. The Compliance Monitoring Services are provided by reason State Street as a supplement to and not in place or in lieu of a Fund’s own compliance program and/or that of the Accounting Agent's good faith reliance upon records that were maintained for any Fund by any entity other than the Accounting Agent prior to such Fund's appointment investment advisers of the Accounting Agent pursuant to this Agreement. The Accounting Agent Fund. 10.0 Xxxxx Xxxxxx shall have no liability for any error of judgment to a Fund or mistake of law or otherwise for any loss or damage liability resulting from the State Street’s performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct non-performance of the Accounting Agent, its directors, officers, employees Compliance Monitoring Services except as expressly set forth in the Compliance Monitoring Services Addendum. 11.10 In no event shall State Street or Delegates. No party hereto shall any Fund be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (includingwhatsoever, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been even if advised of the possibility of such damages. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are The limitation on liability imposed by this Section 11.10 shall not intended be construed to relieve the Accounting Agent from any responsibility that it may otherwise have State Street of liability to a Fund in circumstances where (i) it is otherwise liable to the Fund under the terms of this Agreement for foreseeable loss incurred by such Fund as a direct result of losses resulting from an inaccurate Net Asset Value calculation and (ii) the Accounting Agent's negligent calculation of such Fund's net asset value. In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating arises from its obligation to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's liability under this Agreement with respect to the Services "n" through "aa" as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time by the parties hereto. This limitation on liability shall not be applicable to any other services listed on said Schedule A. Each Fund agrees to indemnify and hold the Accounting Agent and its directors, officers, employees and Delegates free and harmless from any expense, loss, cost, damage or claim, including reasonable attorney's fees and expenses (collectively, "LOSSES"), suffered by the Accounting Agent and caused by or compensate shareholders for direct loss resulting any claim, demand, action or suit (collectively, "CLAIMS") in connection with any action or omission by the Accounting Agent in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons, or from the acts purchase or omissions of such Fund or any authorized third-party whose services the Accounting Agent must rely upon in performing services hereunder, provided, however, that this indemnification shall not apply to actions or omissions of the Accounting Agent, its directors, officers, employees or Delegates in cases of its or their own negligence, bad faith or willful misconduct. The indemnifications contained herein shall survive the termination of this Agreement. Each Fund acknowledges and agrees that, with respect to investments it maintains with an entity which may from time to time act as a transfer agent for uncertificated shares of regulated investment companies (the "UNDERLYING TRANSFER AGENT"), such Underlying Transfer Agent is the sole source of information on the number redemption of shares held by it on behalf of a Fund and that the Accounting Agent has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Accounting Agent in performing its duties under this Agreementat such inaccurate Net Asset Value.

Standard of Care; Limitation of Liability. The Accounting Agent shall, at all times, act in good faith and exercise reasonable care in performing the Services. The Accounting Agent shall be responsible held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Adviser and the Funds, and shall be without liability for the performance of only the Services andany action taken or omitted by it in good faith without negligence including, except as otherwise provided under Section 2.3 abovewithout limitation, shall have no responsibility for the actions or activities of acting in accordance with any other party, including other service providers, except as described in Section 2.3 aboveProper Instruction. The Accounting Agent It shall be entitled to obtain, rely on and may act upon the advice of counsel (who may be counsel for the Fund Adviser or Fund) on all matters. The Accounting Agent , and shall be without liability for any action reasonably taken or omitted in good faith in accordance with the advice of counsel for the Fund. For the avoidance of doubt, it is hereby specifically understood and agreed that nothing in this Section shall be construed as imposing upon the Accounting Agent any obligation pursuant to seek such advice of counsel for the Fundadvice. Without in any way limiting the generality of the foregoing, the Accounting Agent shall in no event be liable for any loss or damage arising from causes beyond its control orincluding, on an industry standard basiswithout limitation, its anticipationdelay or cessation of services hereunder or any damages resulting therefrom as a result of work stoppage, power or other mechanical failure, natural disaster, governmental action, communication disruption or other impossibility of performance. Each The Accounting Agent shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorney’s fees) in any way due to the Adviser’s or a Fund’s use of the accounting services or the performance of or failure to perform the Accounting Agent’s obligations under this Agreement. The Adviser, each Fund, any Third Party Agent or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder are solely responsible for the contents of such information including, without limitation, the accuracy thereof and the Adviser and each Fund agrees to make no claim against the Accounting Agent arising out of the contents of such third-party third‑party data including, but not limited to, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Accounting Agent's ’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Adviser, any Fund, Authorized Person Fund or any Third Party Agent to provide it with the information required by Section 3.1, Section 3.2 or Section 3.3 2.1 above. Further, and without in any way limiting the generality of the foregoing, the Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by the Adviser, the Fund or any third party, insofar as such loss, damage or expense arises from the performance of the Accounting Agent's ’s duties hereunder by reason of the Accounting Agent's good faith ’s reliance upon records that were maintained for any Fund by any entity other than the Accounting Agent prior to such Fund's Adviser’s appointment of the Accounting Agent pursuant to this Agreement. The Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Accounting Agent, its directors, officers, employees or Delegates. No party hereto shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are not intended to relieve the Accounting Agent from any responsibility that it may otherwise have to a Fund under this Agreement for foreseeable loss incurred by such Fund as a direct result of the Accounting Agent's negligent calculation of such Fund's net asset value. In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's liability under this Agreement with respect to the Services "n" through "aa" as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time by the parties hereto. This limitation on liability shall not be applicable to any other services listed on said Schedule A. Each Fund Adviser agrees to indemnify and hold the Accounting Agent and its directors, officers, employees and Delegates free and harmless from any expense, loss, cost, damage or claim, including reasonable attorney's fees and expenses (collectively, "LOSSES")fees, suffered by the Accounting Agent and caused by or resulting any claim, demand, action or suit (collectively, "CLAIMS") in connection with any action or omission by the Accounting Agent in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons, or from the acts or omissions of such Fund the Adviser, the Funds or any authorized third-party third‑party whose services the Accounting Agent must rely upon in performing services hereunder, provided, however, that this indemnification shall not apply to actions or omissions of the Accounting Agent, its directors, officers, employees or Delegates in cases of its or their own negligence, bad faith or willful misconduct. The indemnifications contained herein shall survive the termination of this Agreement. Each Fund Adviser acknowledges and agrees that, with respect to investments it maintains with an entity which may from time to time act as a transfer agent for uncertificated shares of regulated registered investment companies (the "UNDERLYING TRANSFER AGENT"“Underlying Transfer Agent”), such Underlying Transfer Agent is the sole source of information on the number of shares held by it on behalf of a Fund and that the Accounting Agent has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Accounting Agent in performing its duties under this Agreement.

Standard of Care; Limitation of Liability. The Accounting Agent shall, at all times, act in good faith and exercise reasonable care in performing the Services. The Accounting Agent shall be responsible held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Funds, and shall be without liability for the performance of only the Services andany action taken or omitted by it in good faith without negligence including, except as otherwise provided under Section 2.3 abovewithout limitation, shall have no responsibility for the actions or activities of acting in accordance with any other party, including other service providers, except as described in Section 2.3 aboveProper Instruction. The Accounting Agent It shall be entitled to obtain, rely on and may act upon the advice of counsel (who may be counsel for the Fund Fund) on all matters. The Accounting Agent , and shall be without liability for any action reasonably taken or omitted in good faith in accordance with the advice of counsel for the Fund. For the avoidance of doubt, it is hereby specifically understood and agreed that nothing in this Section shall be construed as imposing upon the Accounting Agent any obligation pursuant to seek such advice of counsel for the Fundadvice. Without in any way limiting the generality of the foregoing, the Accounting Agent shall in no event be liable for any loss or damage arising from causes beyond its control orincluding, on an industry standard basiswithout limitation, its anticipationdelay or cessation of services hereunder or any damages resulting therefrom as a result of work stoppage, power or other mechanical failure, natural disaster, governmental action, communication disruption or other impossibility of performance. The Accounting Agent shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorney’s fees) in any way due to a Fund’s use of the accounting services or the performance of or failure to perform the Accounting Agent’s obligations under this Agreement. Each Fund, any Third Party Agent or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder are solely responsible for the contents of such information including, without limitation, the accuracy thereof and each Fund agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Accounting Agent's reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Fund, Authorized Person or Third Party Agent to provide it with the information required by Section 3.1, Section 3.2 or Section 3.3 above. Further, and without in any way limiting the generality of the foregoing, the Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by the Fund or any third party, insofar as such loss, damage or expense arises from the performance of the Accounting Agent's duties hereunder by reason of the Accounting Agent's good faith reliance upon records that were maintained for any Fund by any entity other than the Accounting Agent prior to such Fund's appointment of the Accounting Agent pursuant to this Agreement. The Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Accounting Agent, its directors, officers, employees or Delegates. No party hereto shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are not intended to relieve the Accounting Agent from any responsibility that it may otherwise have to a Fund under this Agreement for foreseeable loss incurred by such Fund as a direct result of the Accounting Agent's negligent calculation of such Fund's net asset value. In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's liability under this Agreement with respect to the Services "n" through "aa" as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time by the parties hereto. This limitation on liability shall not be applicable to any other services listed on said Schedule A. Each Fund agrees to indemnify and hold the Accounting Agent and its directors, officers, employees and Delegates free and harmless from any expense, loss, cost, damage or claim, including reasonable attorney's fees and expenses (collectively, "LOSSES"), suffered by the Accounting Agent and caused by or resulting any claim, demand, action or suit (collectively, "CLAIMS") in connection with any action or omission by the Accounting Agent in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons, or from the acts or omissions of such Fund or any authorized third-party whose services the Accounting Agent must rely upon in performing services hereunder, provided, however, that this indemnification shall not apply to actions or omissions of the Accounting Agent, its directors, officers, employees or Delegates in cases of its or their own negligence, bad faith or willful misconduct. The indemnifications contained herein shall survive the termination of this Agreement. Each Fund acknowledges and agrees that, with respect to investments it maintains with an entity which may from time to time act as a transfer agent for uncertificated shares of regulated investment companies (the "UNDERLYING TRANSFER AGENT"), such Underlying Transfer Agent is the sole source of information on the number of shares held by it on behalf of a Fund and that the Accounting Agent has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Accounting Agent in performing its duties under this Agreement.Information Classification: Limited Access