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

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder. SMC shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC RFS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC RFS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC RFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC RFS hereunder. SMC RFS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's ’s reasonable request, SMC RFS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC RFS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's RFS’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC RFS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC RFS shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC RFS relating to the services provided by SMC RFS under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMCRFS, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCBISYS's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder. SMC shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Huntington for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyHuntington's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other similar events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyHuntington, at such times as the Company Huntington may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement BISYS shall also allow access to auditors employed by the Funds' administrator to perform a reasonable review of internal controls on a periodic basis, and said administrator may perform a review of BISYS's internal control procedures relevant to the contraryservices rendered under this Agreement; provided, in no event shall SMChowever, its affiliates that BISYS may require any such third party to execute a confidentiality agreement containing customary provisions necessary for the protection of confidential or proprietary information and appropriately limiting the use or further dissemination of any of its or their directorsinformation obtained. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, officersIN NO EVENT SHALL BISYS, employeesITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, agents or subcontractors be liable for exemplaryOFFICERS, punitiveEMPLOYEES, specialAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, incidentalPUNITIVE, indirect or consequential damagesSPECIAL, or lost profitsINCIDENTAL, 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 has been advised of the possibility of such damagesINDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, 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 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC RFS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC RFS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC RFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC RFS hereunder. SMC RFS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's Trust’s reasonable request, SMC RFS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC RFS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's RFS’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC RFS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC RFS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC RFS relating to the services provided by SMC RFS under this Agreement. Notwithstanding anything in this Agreement agreement to the contrary, in no event shall SMCRFS, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCBISYS's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC RFS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC RFS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC RFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC RFS hereunder. SMC RFS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's Trust’s reasonable request, SMC RFS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC RFS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's RFS’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC RFS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC RFS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC RFS relating to the services provided by SMC RFS under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMCRFS, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL BISYS, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, employeesPUNITIVE, agents or subcontractors be liable for exemplarySPECIAL, punitiveINCIDENTAL, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC RFS shall use provide the services contemplated under this Agreement in accordance with all applicable law and agrees to exercise reasonable professional care, prudence and diligence such as a prudent person providing transfer agent services to ensure investment companies registered under the accuracy of all services performed under this Agreement1940 Act would exercise, but shall not be liable to the Company Trust for any action taken or omitted by SMC RFS in the absence of (a) bad faith, willful misfeasance, or negligence or in the performance of its duties, (b) reckless disregard by it of its obligations and dutiesduties under this Agreement, (c) a violation of applicable law, or (d) a material breach of this Agreement. The duties of SMC RFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC RFS hereunder. SMC RFS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. RFS shall establish and maintain a disaster recovery and business continuity plan and back-up system satisfying the requirements of its regulators. Upon the Company's Trust’s reasonable request, SMC RFS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC RFS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable controlcontrol and which are not the result of its negligence, bad faith, willful misfeasance or reckless disregard of its obligations hereunder. Events beyond SMC's RFS’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC RFS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMCeither party, or its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages. RFS acknowledges and agrees that any obligations or liabilities of the Trust or any Fund arising under this Agreement shall not be binding upon any of the shareholders, Trustees, officers, or employees of the Trust, as provided in its Declaration of Trust and that, to the extent the Trust’s Trustees are regarded as entering into this Agreement, they do so only as trustees and not individually. RFS further acknowledges and agrees that it shall look solely to the property of the applicable Fund for the performance of any such obligation or liability. Every reference to a Fund will be deemed a reference solely to the particular Fund. Under no circumstances shall the rights, obligations or remedies with respect to a particular Fund constitute a right, obligation or remedy applicable to any other Fund. Without limiting the scope of this paragraph, RFS shall look only to the Fund in respect to which it is making a claim and not to the property of any other Fund, and RFS shall not have any right to set off claims of a Fund by applying amounts it claims from any other Fund.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC RFS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC RFS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC RFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC RFS hereunder. SMC RFS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's Trust’s reasonable request, SMC RFS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC RFS assumes no responsibility hereunder, and shall not be liable forliable, for any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's RFS’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC RFS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC RFS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC RFS relating to the services provided by SMC RFS under this Agreement. Notwithstanding anything in this Agreement agreement to the contrary, in no event shall SMCRFS, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this AgreementAgreement and shall comply with all laws applicable to it, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunderto its obligations as transfer agent. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's Trust’s reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS’ reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsBFI OR THEIR RESPECTIVE AFFILIATES OR ANY OF THE FOREGOING’S DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsINCLUDING LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined confirmed to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR PUNITIVE, punitiveOR CONSEQUENTIAL DAMAGES, specialINCLUDING LOST PROFITS, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC Citi shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC Citi in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC Citi shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC Citi hereunder. SMC Citi shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's ’s reasonable request, SMC Citi shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC Citi assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's Citi’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC Citi shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC Citi shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC Citi relating to the services provided by SMC Citi under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL CITI, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder. SMC shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's ’s reasonable request, SMC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's ’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCBISYS's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, acts of terrorism, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC VCM shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this Agreement, Services but shall not be liable to the Company Trust for any action taken or omitted by SMC it in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC VCM shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC VCM hereunder. SMC VCM shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's Trust’s reasonable request, SMC VCM shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunderServices. Notwithstanding the foregoing or any other provision of this Agreement, SMC assumes no VCM does not assume any responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's VCM’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC VCM shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruptioninterruption or damages to the Trusts. SMC VCM shall provide the CompanyTrust, at such times as the Company Trust may reasonably requirerequest, copies of reports rendered by independent public accountants accounting firms on the its Agent’s internal controls and procedures of SMC relating to the services provided by SMC under this AgreementServices. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL VCM, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS AGREEMENT SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT THE TRUST MAY HAVE UNDER FEDERAL SECURITIES LAWS.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event Neither party shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplarydamages that would not reasonably be considered as arising naturally, punitivei.e., specialaccording to the usual course of things, incidental, indirect or consequential damagesfrom a breach of this Agreement, or lost profits, each of which is hereby excluded by agreement that would not reasonably be supposed to have been in the contemplation of the parties regardless of whether such damages were foreseeable or whether either party or any entity has been advised parties, at the time they entered into this Agreement, as the probable result of the possibility breach of such damagesit, given industry standards and other relevant factors.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined confirmed to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR PUNITIVE OR CONSEQUENTIAL DAMAGES, punitiveINCLUDING LOST PROFITS, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialINDIRECT, incidentalSPECIAL, indirect or consequential damagesINCIDENTAL, or lost profitsCONSEQUENTIAL OR SIMILAR DAMAGES, 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 has been advised of the possibility of such damagesINCLUDING LOST REVENUE OR LOST PROFITS, 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 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC FTAM shall use reasonable professional diligence its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company BISYS for any action taken or omitted by SMC FTAM in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC FTAM shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder. SMC shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided FTAM hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC FTAM assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCFTAM's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC FTAM shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL FTAM, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, employeesPUNITIVE, agents or subcontractors be liable for exemplarySPECIAL, punitiveINCIDENTAL, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC Each of the Administrators shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC it in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC each of the Administrators shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC either Administrator hereunder. SMC Each of the Administrators shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's Trust’s reasonable request, SMC or with respect to BISYS, upon the Trust’s or U.S. Trust’s reasonable request, each of the Administrators shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC neither of the Administrators assumes no any responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's an Administrator’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC each Administrator shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC Each of the Administrators shall provide the CompanyTrust, and BISYS shall provide U.S. Trust, at such times as the Company Trust or U.S. Trust may reasonably requirerequest, copies of reports rendered by independent public accountants on the its internal controls and procedures of SMC relating to the services provided by SMC it under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL EITHER ADMINISTRATOR, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR ITS DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC RFS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC RFS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC RFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC RFS hereunder. SMC RFS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC RFS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC RFS assumes no responsibility hereunder, and shall not be liable forliable, for any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCRFS's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC RFS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC RFS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC RFS relating to the services provided by SMC RFS under this Agreement. Notwithstanding anything in this Agreement agreement to the contrary, in no event shall SMCRFS, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but and shall not be liable to the Company Trust only for any action actions taken or omitted by SMC in the absence of BISYS involving bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS will notify the Trust promptly in the event that the BISYS Incident Management Team declares a disaster under the disaster recovery and business continuity plan, and will provide the Trust with such information and updates as to the scope of the disaster and expected duration as may be reasonably available. BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR PUNITIVE OR CONSEQUENTIAL DAMAGES, punitiveOR LOST PROFITS, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC FTAM shall use reasonable professional diligence its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC FTAM in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC FTAM shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder. SMC shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided FTAM hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC FTAM assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCFTAM's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC FTAM shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL FTAM, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, employeesPUNITIVE, agents or subcontractors be liable for exemplarySPECIAL, punitiveINCIDENTAL, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC UMB shall use reasonable professional diligence efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC UMB in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC UMB shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC UMB hereunder. SMC UMB shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. In the event of equipment failures beyond UMB's reasonable control, UMB shall take all steps necessary to minimize service interruptions but shall have no liability with respect thereto. UMB shall endeavor to enter into one or more agreements making provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available. Upon the Company's Trust’s reasonable request, SMC UMB shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC UMB assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's UMB’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC UMB shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC UMB shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC UMB relating to the services provided by SMC UMB under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. , Upon the Company's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCBISYS's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but and shall not be liable to the Company Trust only for any action actions taken or omitted by SMC in the absence of BISYS involving bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC (a) BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and plan, (b) BISYS shall use all commercially reasonable efforts to minimize any service interruption, and (c) Schedule F shall be applicable during any such force majeure event or disaster. SMC BISYS will notify the Trust promptly in the event that the BISYS Incident Management Team declares a disaster under the disaster recovery and business continuity plan, and will provide the Trust with such information and updates as to the scope of the disaster and expected duration as may be reasonably available. BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR PUNITIVE OR CONSEQUENTIAL DAMAGES, punitiveOR LOST PROFITS, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC Citi shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company HSBC for any action taken or omitted by SMC Citi in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC Citi shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC Citi hereunder. SMC Citi shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's HSBC’s reasonable request, SMC Citi shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC Citi assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's Citi’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC Citi shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC Citi shall provide the CompanyHSBC, at such times as the Company HSBC may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC Citi relating to the services provided by SMC Citi under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL Citi, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC RFS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC RFS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC RFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC RFS hereunder. SMC RFS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's ’s reasonable request, SMC RFS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC RFS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's RFS’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC RFS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC RFS shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC RFS relating to the services provided by SMC RFS under this Agreement. Notwithstanding anything in this Agreement agreement to the contrary, in no event shall SMCRFS, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder. SMC shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages. SMC shall notify the Company at any time SMC believes that it is in need of the advice of counsel (other than counsel in the regular employ of SMC or any affiliated companies) with regard to SMC's responsibilities and duties specific to the Company pursuant to this Agreement. After so notifying the Company, SMC, at its discretion, shall be entitled to seek, receive and act upon advice of legal counsel of its choosing, such advice to be at the expense of the Company unless relating to a matter involving SMC's willful misfeasance, bad faith, gross negligence or reckless disregard of SMC's responsibilities and duties hereunder, and SMC shall in no event be liable to the Company or any Fund or any shareholder or beneficial owner of the Company for any action reasonably taken pursuant to such advice. Whenever SMC is requested or authorized to take action hereunder pursuant to instructions from a shareholder, or a properly authorized agent of a shareholder ("shareholder's agent"), concerning an account in a Fund, SMC shall be entitled to rely upon any certificate, letter or other instrument or communication (including electronic mail), reasonably believed by SMC to be genuine and to have been properly made, signed or authorized by the shareholder or shareholder's agent and shall be entitled to receive as conclusive proof of any fact or matter required to be ascertained by it hereunder a certificate signed by the shareholder or shareholder's agent. As to the services to be provided hereunder, SMC may rely conclusively upon the terms of the Prospectuses and Statement of Additional Information of the Company relating to the relevant Funds to the extent that such services are described therein unless SMC receives written instructions to the contrary in a timely manner from the Company.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC HSBC shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC HSBC in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC HSBC shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC HSBC hereunder. SMC HSBC shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's Trust’s reasonable request, SMC HSBC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC HSBC assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's HSBC’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC HSBC shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC HSBC shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC HSBC relating to the services provided by SMC HSBC under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL HSBC, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company HSBC for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyHSBC's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyHSBC, at such times as the Company HSBC may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC (a) BISYS shall use its reasonable professional diligence best efforts to ensure the accuracy and timely performance of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder. SMC . (b) BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCBISYS's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of BISYS. Representatives of the Company shall be entitled to inspect BISYS's premises and operating capabilities during regular business hours of BISYS, upon reasonable notice and provision of a request for information document to BISYS. Such inspection shall be limited to once per year. (c) BISYS shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contrary. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR SPECULATIVE OR CONSEQUENTIAL DAMAGES, punitiveOR LOST PROFITS, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's Trust’s reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS’ reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC SunGard shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC SunGard in the absence of bad faith, willful misfeasance, negligence (gross negligence with respect to Portal Services) or reckless disregard by it of its obligations and duties. The duties of SMC SunGard shall be confined confirmed to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC SunGard hereunder. SMC SunGard shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's Trust’s reasonable request, SMC SunGard shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC SunGard assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC SunGard shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC SunGard relating to the services provided by SMC SunGard under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL SUNGARD, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR PUNITIVE, punitiveOR CONSEQUENTIAL DAMAGES, specialINCLUDING LOST PROFITS, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC (a) BISYS shall use its reasonable professional diligence best efforts to ensure the accuracy and timely performance of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder. SMC . (b) BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCBISYS's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of BISYS. Representatives of the Trust shall be entitled to inspect BISYS's premises and operating capabilities during regular business hours of BISYS, upon reasonable notice and provision of a request for information document to BISYS. Such inspection shall be limited to once per year. (c) BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contrary. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR SPECULATIVE OR CONSEQUENTIAL DAMAGES, punitiveOR LOST PROFITS, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC HSBC shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC HSBC in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC HSBC shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC HSBC hereunder. SMC HSBC shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC HSBC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC HSBC assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCHSBC's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC HSBC shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC HSBC shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC HSBC relating to the services provided by SMC HSBC under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL HSBC, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this AgreementServices, but shall not be liable to the Company VCM for any action taken or omitted by SMC it in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. BISYS shall maintain and test an adequate disaster recovery and business continuity plan reasonably designed to safeguard the confidential information and data received by BISYS pursuant to this Agreement. Such disaster recovery and business continuity plan will provide for recovery times consistent with the prevailing standards in the mutual fund administration and fund accounting industries. Upon the Company's VCM’s reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunderServices. Notwithstanding the foregoing or any other provision of this Agreement, SMC assumes no BISYS does not assume any responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS’ reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruptioninterruption or damages to the Trusts. SMC BISYS shall provide the CompanyVCM, at such times as the Company VCM may reasonably requirerequest, copies of reports rendered by independent public accountants on the its internal controls and procedures of SMC relating to the services provided by SMC it under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC (a) BISYS shall use reasonable professional diligence best efforts to ensure the accuracy and timely performance of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder. SMC . (b) BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCBISYS's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of BISYS. Representatives of the Trust shall be entitled to inspect BISYS's premises and operating capabilities during regular business hours of BISYS, upon reasonable notice and provision of a request for information document to BISYS. Such inspection shall be limited to once per year. (c) BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contrary. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR SPECULATIVE OR CONSEQUENTIAL DAMAGES, punitiveOR LOST PROFITS, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC The Fund Accountant shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC in the absence of BISYS bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC the Fund Accountant shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC the Fund Accountant hereunder. SMC The Fund Accountant shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC the Fund Accountant shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC the Fund Accountant assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's the Fund Accountant' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC the Fund Accountant shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC The Fund Accountant shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC the Fund Accountant relating to the services provided by SMC the Fund Accountant under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL THE FUND ACCOUNTANT, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialINDIRECT, incidentalSPECIAL, indirect or consequential damagesINCIDENTAL, or lost profitsCONSEQUENTIAL OR SIMILAR DAMAGES, 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 has been advised of the possibility of such damagesINCLUDING LOST REVENUES OR LOST PROFITS, 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 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to AEFC or the Company for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyAEFC's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCBISYS's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other similar events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL BISYS, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR PUNITIVE, employeesSPECIAL OR CONSEQUENTIAL DAMAGES, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesREGARDLESS OF WHETHER BISYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and dutiesduties hereunder. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC CFS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but and shall not be liable to the Company Trust only for any action actions taken or omitted by SMC in the absence of CFS involving bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC CFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC CFS hereunder. SMC CFS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC CFS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC CFS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCCFS's reasonable control include, without limitation, force majeure FORCE MAJEURE events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeureFORCE MAJEURE, computer or other equipment failures or other events beyond its reasonable control, SMC (a) CFS shall follow applicable procedures in its disaster recovery and business continuity plan and plan, (b) CFS shall use all commercially reasonable efforts to minimize any service interruption, and (c) Schedule F shall be applicable during any such FORCE MAJEURE event or disaster. SMC CFS will notify the Trust promptly in the event that the CFS Incident Management Team declares a disaster under the disaster recovery and business continuity plan, and will provide the Trust with such information and updates as to the scope of the disaster and expected duration as may be reasonably available. CFS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC CFS relating to the services provided by SMC CFS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL CFS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR PUNITIVE OR CONSEQUENTIAL DAMAGES, punitiveOR LOST PROFITS, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC The Adviser shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC the Adviser in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC the Adviser under this Agreement shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC the Adviser hereunder. SMC The Adviser shall maintain adequate and reliable computer and other equipment (including back-ups) necessary or appropriate for the Chief Compliance Officer to carry out its his/her obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC the Adviser shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC the Adviser assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCthe Adviser's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC the Adviser shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC The Adviser shall provide the CompanyTrust, at such times as the Company Trust may reasonably requirerequest, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC the Adviser relating to the services provided by SMC the Adviser under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC ATIS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Transamerica for any action taken or omitted by SMC ATIS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC ATIS shall be confined confirmed to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC ATIS hereunder. SMC ATIS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's Transamerica’s reasonable request, SMC ATIS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC ATIS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's ATIS’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC ATIS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC ATIS shall provide the CompanyTransamerica, at such times as the Company Transamerica may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC ATIS relating to the services provided by SMC ATIS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL ATIS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROVITS, 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 has been advised of the possibility of such damagesEACH O WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this Agreement, but shall not be liable to the Company Fifth Third for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyBISYS shall provide, upon Fifth Third's reasonable request, SMC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyFifth Third, at such times as the Company Fifth Third may reasonably requirerequest, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC CFS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but and shall not be liable to the Company Trust only for any action actions taken or omitted by SMC in the absence of CFS involving bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC CFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC CFS hereunder. SMC CFS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC CFS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC CFS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCCFS's reasonable control include, without limitation, force majeure FORCE MAJEURE events. Force majeure FORCE MAJEURE events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeureFORCE MAJEURE, computer or other equipment failures or other events beyond its reasonable control, SMC (a) CFS shall follow applicable procedures in its disaster recovery and business continuity plan and plan, (b) CFS shall use all commercially reasonable efforts to minimize any service interruption, and (c) Schedule F shall be applicable during any such FORCE MAJEURE event or disaster. SMC CFS will notify the Trust promptly in the event that the CFS Incident Management Team declares a disaster under the disaster recovery and business continuity plan, and will provide the Trust with such information and updates as to the scope of the disaster and expected duration as may be reasonably available. CFS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC CFS relating to the services provided by SMC CFS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL CFS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR PUNITIVE OR CONSEQUENTIAL DAMAGES, punitiveOR LOST PROFITS, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence (or gross negligence in the case of Portal Services) or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure cure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall promptly provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this Agreement, but . BISYS shall not be liable to the Company for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's ’s reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS’ reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the Company, at such times as the Company may reasonably requirerequest, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR DAMAGES THAT WOULD NOT REASONABLY BE CONSIDERED AS ARISING NATURALLY, in no event shall SMCI.E., its affiliates or any of its or their directorsACCORDING TO THE USUAL COURSE OF THINGS, officersFROM A BREACH OF THIS AGREEMENT, employeesOR THAT WOULD NOT REASONABLY BE SUPPOSED TO HAVE BEEN IN THE CONTEMPLATION OF THE PARTIES, agents or subcontractors be liable for exemplaryAT THE TIME THEY ENTERED INTO THIS AGREEMENT, punitiveAS THE PROBABLE RESULT OF THE BREACH OF IT, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesGIVEN INDUSTRY STANDARDS AND OTHER RELEVANT FACTORS.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC Neither party shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplarydamages that would not reasonably be considered as arising naturally, punitivei.e., specialaccording to the usual course of things, incidental, indirect or consequential damagesfrom a breach of this Agreement, or lost profits, each of which is hereby excluded by agreement that would not reasonably be supposed to have been in the contemplation of the parties regardless of whether such damages were foreseeable or whether either party or any entity has been advised parties, at the time they entered into this Agreement, as the probable result of the possibility breach of such damagesit, given industry standards and other relevant factors.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC (a) Fund Accountant shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC Fund Accountant in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder. SMC . (b) Fund Accountant shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC Fund Accountant shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC Fund Accountant assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's Fund Accountant' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC Fund Accountant shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC , including by restoring any lost or damaged data. (c) Fund Accountant shall provide to the Company, at such times as the Company may reasonably require, copies of the most recent reports rendered by independent public accountants on the internal controls and procedures of SMC Fund Accountant relating to the services provided by SMC Fund Accountant under this Agreement. Notwithstanding anything in this Agreement to the contrary. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL EITHER PARTY, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR SPECULATIVE OR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC (a) The Administrator shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC the Administrator in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC Administrator hereunder. SMC . (b) The Administrator shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC the Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC the Administrator assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCthe Administrator's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC the Administrator shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC , including by restoring any lost or damaged data. (c) The Administrator shall provide the Company, at such times as the Company may reasonably require, copies of the most recent reports rendered by independent public accountants on the internal controls and procedures of SMC the Administrator relating to the services provided by SMC the Administrator under this Agreement. Notwithstanding anything in this Agreement to the contrary. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL EITHER PARTY, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR SPECULATIVE OR CONSEQUENTIAL DAMAGES, punitiveOR LOST PROFITS, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC Rochdale shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Fund for any action taken or omitted by SMC Rochdale in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC Rochdale shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC Rochdale hereunder. SMC Rochdale shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyFund's reasonable request, SMC Rochdale shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC Rochdale assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCRochdale's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, acts of terrorism, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC Rochdale shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL ROCHDALE, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, employeesPUNITIVE, agents or subcontractors be liable for exemplarySPECIAL, punitiveINCIDENTAL, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC it in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC each of BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC assumes no BISYS does not assume any responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably requirerequest, copies of reports rendered by independent public accountants on the its internal controls and procedures of SMC relating to the services provided by SMC it under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR ITS DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental GOVERNMENTAL bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC Neither party shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplarydamages that would not reasonably be considered as arising naturally, punitivei.e., specialaccording to the usual course of things, incidental, indirect or consequential damagesfrom a breach of this Agreement, or lost profits, each of which is hereby excluded by agreement that would not reasonably be supposed to have been in the contemplation of the parties regardless of whether such damages were foreseeable or whether either party or any entity has been advised parties, at the time they entered into this Agreement, as the probable result of the possibility breach of such damagesit, given industry standards and other relevant factors.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and dutiesduties hereunder. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL BISYS, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, employeesPUNITIVE, agents or subcontractors be liable for exemplarySPECIAL, punitiveINCIDENTAL, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable requestrequest (or at regular intervals, SMC as mutually agreed), BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL BISYS, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, employeesPUNITIVE, agents or subcontractors be liable for exemplarySPECIAL, punitiveINCIDENTAL, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC Citi shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC Citi in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC Citi shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC Citi hereunder. SMC Citi shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's ’s reasonable request, SMC Citi shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC Citi assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's Citi’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC Citi shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC Citi shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC Citi relating to the services provided by SMC Citi under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL Citi, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC The duties of the Sub-Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against it hereunder. The Sub-Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any officer, director, employee or agent of the Sub-Administrator who is or who becomes an officer, Trustee, employee or agent of the Trust shall be deemed, when engaged in rendering the Services hereunder in such capacity, to be rendering services directly to or for the Trust, and shall not be deemed to be acting as an officer, director, employee or agent or one under the control or direction of Administrator. The Sub-Administrator shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC it in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC the Sub-Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC it hereunder. SMC The Sub-Administrator shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's or the Administrator's reasonable request, SMC the Sub-Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC the Sub-Administrator assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's its reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC the Sub-Administrator shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other similar events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL BISYS, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR CONSEQUENTIAL DAMAGES, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesREGARDLESS OF WHETHER BISYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment (including back-ups) necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC . (1) BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably requirerequest, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other similar events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL BISYS, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR CONSEQUENTIAL DAMAGES, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesREGARDLESS OF WHETHER BISYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry carry. out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility responsibility' hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC The Fund Accountant shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC in the absence of BISYS bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC the Fund Accountant shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC the Fund Accountant hereunder. SMC The Fund Accountant shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC the Fund Accountant shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC the Fund Accountant assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's the Fund Accountant' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC the Fund Accountant shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC The Fund Accountant shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC the Fund Accountant relating to the services provided by SMC the Fund Accountant under this Agreement. Notwithstanding anything in this Agreement to NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL the contraryFund Accountant, in no event shall SMCITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, its affiliates or any of its or their directorsOFFICERS, officersEMPLOYEES, employeesAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, agents or subcontractors be liable for exemplaryPUNITIVE, punitiveINDIRECT, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesCONSEQUENTIAL OR SIMILAR DAMAGES, or lost profitsINCLUDING LOST REVENUES OR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC ATIS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Transamerica for any action taken or omitted by SMC ATIS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC ATIS shall be confined confirmed to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC ATIS hereunder. SMC ATIS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTransamerica's reasonable request, SMC ATIS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC ATIS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCATIS's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC ATIS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC ATIS shall provide the CompanyTransamerica, at such times as the Company Transamerica may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC ATIS relating to the services provided by SMC ATIS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL ATIS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROVITS, 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 has been advised of the possibility of such damagesEACH O WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC Integrated shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC Integrated in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC Integrated shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC Integrated hereunder. SMC Integrated shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. In the event of equipment failures beyond Integrated's reasonable control, Integrated shall take all steps necessary to minimize service interruptions but shall have no liability with respect thereto. Integrated shall enter into one or more agreements making provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available. Upon the CompanyTrust's reasonable request, SMC Integrated shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC Integrated assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCIntegrated's reasonable control include, without limitation, force majeure (as defined in Section 30 of this Agreement) events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC Integrated shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC Integrated shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC Integrated relating to the services provided by SMC Integrated under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC The Administrator shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this Agreement, Services but shall not be liable to the Company Fund for any action taken or omitted by SMC it in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC the Administrator hereunder. SMC The Administrator shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's Fund’s reasonable request, SMC the Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunderServices. Notwithstanding the foregoing or any other provision of this Agreement, SMC assumes no the Administrator does not assume any responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's the Administrator’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC the Administrator shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruptioninterruption or damages to the Fund. SMC The Administrator shall provide the CompanyFund, at such times as the Company Fund may reasonably requirerequest, copies of reports rendered by independent public accountants accounting firms on the its Agent’s internal controls and procedures of SMC relating to the services provided by SMC under this AgreementServices. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL THE ADMINISTRATOR, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS AGREEMENT SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT THE COMPANY MAY HAVE UNDER FEDERAL SECURITIES LAWS.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC (a) BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder. SMC . (b) BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC , including by restoring any lost or damaged data. (c) BISYS shall provide the Company, at such times as the Company may reasonably require, copies of the most recent reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this the Agreement. Notwithstanding anything in this Agreement to the contrary. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL EITHER PARTY, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR SPECULATIVE OR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC RFS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC RFS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC RFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC RFS hereunder. SMC RFS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations obligation s under this Agreement. Upon the CompanyTrust's reasonable request, SMC RFS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC RFS assumes no responsibility hereunder, and shall not be liable forliable, for any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCRFS's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC RFS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC RFS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC RFS relating to the services provided by SMC RFS under this Agreement. Notwithstanding anything in this Agreement agreement to the contrary, in no event shall SMCRFS, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, each of which is hereby excluded by agreement of the parties regardless regard less of whether such damages were foreseeable or whether either party or any entity has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC Rochdale shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Fund for any action taken or omitted by SMC Rochdale in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC Rochdale shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC Rochdale hereunder. SMC Rochdale shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyFund's reasonable request, SMC Rochdale shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC Rochdale assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCRochdale's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, acts of terrorism, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC Rochdale shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL ROCHDALE, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, employeesPUNITIVE, agents or subcontractors be liable for exemplarySPECIAL, punitiveINCIDENTAL, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC (a) BISYS shall use reasonable professional diligence best efforts to ensure the accuracy and timely performance of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder. SMC . (b) BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCBISYS's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of BISYS. Representatives of the Company shall be entitled to inspect BISYS's premises and operating capabilities during regular business hours of BISYS, upon reasonable notice and provision of a request for information document to BISYS. Such inspection shall be limited to once per year. (c) BISYS shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contrary. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR SPECULATIVE OR CONSEQUENTIAL DAMAGES, punitiveOR LOST PROFITS, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC JPMorgan shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC JPMorgan in the absence of bad faith, willful misfeasance, gross negligence or reckless disregard by it of its obligations and duties. The duties of SMC JPMorgan shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC JPMorgan hereunder. SMC JPMorgan shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. In the event of equipment failures beyond JPMorgan’s reasonable control, JPMorgan shall take all steps necessary to minimize service interruptions but shall have no liability with respect thereto. JPMorgan shall endeavor to enter into one or more agreements making provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available. Upon the Company's Trust’s reasonable request, SMC JPMorgan shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC JPMorgan assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's JPMorgan’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC JPMorgan shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC JPMorgan shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC JPMorgan relating to the services provided by SMC JPMorgan under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably requirerequest, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC RFS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC RFS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC RFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC RFS hereunder. SMC RFS shall maintain adequate and reliable computer and other equipment equipmen necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC RFS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC RFS assumes no responsibility hereunder, and shall not be liable forliable, for any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCRFS's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC RFS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC RFS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC RFS relating to the services provided by SMC RFS under this Agreement. Notwithstanding anything in this Agreement agreement to the contrary, in no event shall SMCRFS, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC VICTORY shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC it in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC VICTORY shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC VICTORY hereunder. SMC VICTORY shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC VICTORY shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC assumes no VICTORY does not assume any responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCVICTORY's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC VICTORY shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC VICTORY shall provide the CompanyTrust, at such times as the Company Trust may reasonably requirerequest, copies of reports rendered by independent public accountants on the its internal controls and procedures of SMC relating to the services provided by SMC it under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL VICTORY, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR ITS DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC Rochdale shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Fund for any action taken or omitted by SMC Rochdale in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC Rochdale shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC Rochdale hereunder. SMC Rochdale shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's Fund’s reasonable request, SMC Rochdale shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC Rochdale assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's Rochdale’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, acts of terrorism, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC Rochdale shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL ROCHDALE, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, employeesPUNITIVE, agents or subcontractors be liable for exemplarySPECIAL, punitiveINCIDENTAL, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC The Adviser shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC the Adviser in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC the Adviser under this Agreement shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC the Adviser hereunder. SMC The Adviser shall maintain adequate and reliable computer and other equipment (including back-ups) necessary or appropriate for the Chief Compliance Officer to carry out its her obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC the Adviser shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC the Adviser assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCthe Adviser's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC the Adviser shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC The Adviser shall provide the CompanyTrust, at such times as the Company Trust may reasonably requirerequest, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC the Adviser relating to the services provided by SMC the Adviser under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCBISYS's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC . (1) BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC Any officer, director, employee or agent of BISYS who is or who becomes an officer, trustee, director, employee or agent of the Trust shall be deemed, when engaged in rendering the Services under this Agreement in such capacity, to be rendering services directly to or for the Trust, and shall not be deemed to be acting as an officer, director, employee or agent or one under the control or direction of the Adviser. BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's or the Adviser's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL BISYS, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, employeesPUNITIVE, agents or subcontractors be liable for exemplarySPECIAL, punitiveINCIDENTAL, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC Integrated shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC Integrated in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC Integrated shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC Integrated hereunder. SMC Integrated shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. In the event of equipment failures beyond Integrated’s control, Integrated shall take all steps necessary to minimize service interruptions but shall have no liability with respect thereto. Integrated shall endeavor to enter into one or more agreements making provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available. Upon the Company's ’s reasonable request, SMC Integrated shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC Integrated assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's Integrated’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC Integrated shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC Integrated shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC Integrated relating to the services provided by SMC Integrated under this Agreement. Notwithstanding anything , and certifications regarding Integrated’s role in this Agreement to preparing and filing Form N-CSR for the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesCompany.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth hereinherein or any amendments or additional services mutually agreed upon by the parties in writing, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the CompanyTrust, at such times as the Company Trust may reasonably requirerequest, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL THE TRUST AND BISYS, its affiliates or any of its or their directorsOR THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR TRUSTEES, officersDIRECTORS, employeesOFFICERS, agents or subcontractors be liable for exemplaryEMPLOYEES, punitiveAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, specialPUNITIVE, incidentalSPECIAL, indirect or consequential damagesINCIDENTAL, or lost profitsINDIRECT OR CONSEQUENTIAL DAMAGES, 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 has been advised of the possibility of such damagesOR LOST PROFITS, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment (including back-ups) necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC TFS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company DIFG II for any action taken or omitted by SMC TFS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC TFS shall be confined confirmed to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC TFS hereunder. SMC TFS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's DIFG II’s reasonable request, SMC TFS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC TFS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's TFS’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC TFS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC TFS shall provide the CompanyDIFG II, at such times as the Company DIFG II may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC TFS relating to the services provided by SMC TFS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL TFS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCBISYS's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, acts of terrorism, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL BISYS, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, employeesPUNITIVE, agents or subcontractors be liable for exemplarySPECIAL, punitiveINCIDENTAL, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC (a) The duties of BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against it hereunder. BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Administrator for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties hereunder, except as may otherwise be provided under provisions of SMC shall applicable law that cannot be confined to those expressly set forth herein, and no implied duties are assumed by waived or may be asserted against SMC hereunder. SMC modified hereby. (b) BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's Administrator’s reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the Company. (c) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL BISYS, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, employeesPUNITIVE, agents or subcontractors be liable for exemplarySPECIAL, punitiveINCIDENTAL, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC Citi shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC Citi in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC Citi shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC Citi hereunder. SMC Citi shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's ’s reasonable requestrequest (or at regular intervals, SMC as mutually agreed), Citi shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC Citi assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's Citi’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC Citi shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL EITHER PARTY, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryTHEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, employeesPUNITIVE, agents or subcontractors be liable for exemplarySPECIAL, punitiveINCIDENTAL, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC JPMorgan shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC JPMorgan in the absence of bad faith, willful misfeasance, gross negligence or reckless disregard by it of its obligations and duties. The duties of SMC JPMorgan shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC JPMorgan hereunder. SMC JPMorgan shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. In the event of equipment failures beyond JPMorgan's reasonable control, JPMorgan shall take all steps necessary to minimize service interruptions but shall have no liability with respect thereto. JPMorgan shall endeavor to enter into one or more agreements making provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available. Upon the Company's Trust’s reasonable request, SMC JPMorgan shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC JPMorgan assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's JPMorgan’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC JPMorgan shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC JPMorgan shall provide the CompanyTrust, at such times as the Company Trust may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC JPMorgan relating to the services provided by SMC JPMorgan under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC CITI shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this AgreementServices, but shall not be liable to the Company VCM for any action taken or omitted by SMC it in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC CITI shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC CITI hereunder. SMC CITI shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. CITI shall maintain and test an adequate disaster recovery and business continuity plan reasonably designed to safeguard the confidential information and data received by CITI pursuant to this Agreement. Such disaster recovery and business continuity plan will provide for recovery times consistent with the prevailing standards in the mutual fund administration and fund accounting industries. Upon the Company's VCM’s reasonable request, SMC CITI shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunderServices. Notwithstanding the foregoing or any other provision of this Agreement, SMC assumes no CITI does not assume any responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's CITI’ reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC CITI shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruptioninterruption or damages to the Trust. SMC CITI shall provide the CompanyVCM, at such times as the Company VCM may reasonably requirerequest, copies of reports rendered by independent public accountants on the its internal controls and procedures of SMC relating to the services provided by SMC it under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL CITI, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC VCM shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this Agreement, Services but shall not be liable to the Company Trust for any action taken or omitted by SMC it in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC VCM shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC VCM hereunder. SMC VCM shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's Trust’s reasonable request, SMC VCM shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunderServices. Notwithstanding the foregoing or any other provision of this Agreement, SMC assumes no VCM does not assume any responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's VCM’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC VCM shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruptioninterruption or damages to the Trust. SMC VCM shall provide the CompanyTrust, at such times as the Company Trust may reasonably requirerequest, copies of reports rendered by independent public accountants accounting firms on the its Agent’s internal controls and procedures of SMC relating to the services provided by SMC under this AgreementServices. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL VCM, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS AGREEMENT SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT THE TRUST MAY HAVE UNDER FEDERAL SECURITIES LAWS.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's ’s reasonable requestrequest (or at regular intervals, SMC as mutually agreed), BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS’ reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL BISYS, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, employeesPUNITIVE, agents or subcontractors be liable for exemplarySPECIAL, punitiveINCIDENTAL, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC JPMorgan shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Administrator for any action taken or omitted by SMC JPMorgan in the absence of bad faith, willful misfeasance, gross negligence or reckless disregard by it of its obligations and duties. The duties of SMC JPMorgan shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC JPMorgan hereunder. SMC JPMorgan shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. In the event of equipment failures beyond JPMorgan’s reasonable control, JPMorgan shall take all steps necessary to minimize service interruptions but shall have no liability with respect thereto. JPMorgan shall endeavor to enter into one or more agreements making provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available. Upon the Company's Administrator’s reasonable request, SMC JPMorgan shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC JPMorgan assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's JPMorgan’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC JPMorgan shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC JPMorgan shall provide the CompanyAdministrator, at such times as the Company Administrator may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC JPMorgan relating to the services provided by SMC JPMorgan under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damages.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure in the accuracy performance of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's ’s reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's BISYS’ reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC BISYS shall provide the Company, at such times as the Company may reasonably requirerequest, copies of reports rendered by independent public accountants auditors on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement, including those portions of the SAS 70 Reports that relate to the services provided under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC Rochdale shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by SMC Rochdale in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC Rochdale shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC Rochdale hereunder. SMC Rochdale shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the CompanyTrust's reasonable request, SMC Rochdale shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC Rochdale assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCRochdale's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, acts of terrorism, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC Rochdale shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL ROCHDALE, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, employeesPUNITIVE, agents or subcontractors be liable for exemplarySPECIAL, punitiveINCIDENTAL, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC (a) FEIM shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust or the Fund for any action taken or omitted by SMC FEIM in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC FEIM hereunder shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder. SMC shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC FEIM thereby. (b) FEIM assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's FEIM’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, acts of terrorism, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC FEIM shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the CompanyNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, at such times as the Company may reasonably requireIN NO EVENT SHALL FEIM, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contraryITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, in no event shall SMCOFFICERS, its affiliates or any of its or their directorsEMPLOYEES, officersAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, employeesPUNITIVE, agents or subcontractors be liable for exemplarySPECIAL, punitiveINCIDENTAL, specialINDIRECT OR CONSEQUENTIAL DAMAGES, incidentalOR LOST PROFITS, indirect or consequential damages, or lost profits, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC BISYS hereunder. SMC BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMCBISYS's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC 115 BISYS shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC BISYS relating to the services provided by SMC BISYS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL BISYS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Standard of Care; Uncontrollable Events; Limitation of Liability. SMC TFS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company DIFG for any action taken or omitted by SMC TFS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC TFS shall be confined confirmed to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC TFS hereunder. SMC TFS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's DIFG’s reasonable request, SMC TFS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC TFS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's TFS’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC TFS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC TFS shall provide the CompanyDIFG, at such times as the Company DIFG may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC TFS relating to the services provided by SMC TFS under this Agreement. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in no event shall SMCIN NO EVENT SHALL TFS, its affiliates or any of its or their directorsITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, officersOFFICERS, employeesEMPLOYEES, agents or subcontractors be liable for exemplaryAGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, punitivePUNITIVE, specialSPECIAL, incidentalINCIDENTAL, indirect or consequential damagesINDIRECT OR CONSEQUENTIAL DAMAGES, or lost profitsOR LOST PROFITS, 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 has been advised of the possibility of such damagesEACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.