Common use of Terms Relating to Liability Clause in Contracts

Terms Relating to Liability. (a) BNYM shall be liable to the Fund (or any person or entity claiming through the Fund) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdiction, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of Care. (b) BNYM’s cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four (24) months immediately prior to the Loss Date. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”). Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other or any of its affiliates more than 36 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, information and research furnished to BNYM by third parties and included in the BNYM System (“Securities Data”), Company acknowledges that BNYM and such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. (i) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall at all times act in good faith and with reasonable care in its performance of services under this Agreement (the “Standard of Care”). To the extent BNYM uses subcontractors pursuant to Section 17 of this Agreement, BNYM shall be liable to the Fund for each such subcontractor’s performance to the extent it would be liable if performing the conduct itself. BNYM shall be liable to the Fund (or any person or entity claiming through or for the Fund) for Loss any loss, cost, expense and damages resulting from a breach of the Agreement solely to the extent such loss, cost, expense or damages directly results from the intentional misconduct, reckless disregard, fraud or negligence of BNYM (“Liable Conduct”) and the recovery of which such loss, cost, expense or damages is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breachedAgreement. In the absence of a finding to the contrary by an appropriate regulator contrary, which shall include without limitation a finding that BNYM acted with intentional misconduct, reckless disregard of its duties, fraud, or court of competent jurisdictionnegligence, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareLiable Conduct. (b) BNYM’s maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses all loss, cost, expense and damages the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory shall not exceed the fees received actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four twelve (2412) full calendar months immediately preceding the last Loss Date. In the event a maximum aggregate cumulative liability must be Confidential And Proprietary Execution Version calculated under this Agreement pursuant to this Section 11(b) prior to the Loss Date. If BNYM has provided completion of twelve (12) full calendar months of services for less than twenty-four (24) months immediately prior to under this Agreement, fees paid under the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive Prior Agreements for the portion of the 12-month calculation period that services were provided hereunder during under the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability Prior Agreements shall not be capped used in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYMsuch calculation. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms of a nature substantially equivalent to hurricanes but not meeting other criteria necessary to receive official hurricane designation), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations; interruption, loss or malfunction of utilities, transportation, computer or communications capabilitiescapabilities provided by a third party; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”). Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e1) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of the Agreement: In no event shall BNYM, IN NO EVENT SHALL EITHER PARTYits affiliates or any of its or their directors, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORSofficers, OFFICERSemployees, EMPLOYEESagents or subcontractors be liable under any theory of tort, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTcontract, CONTRACTstrict liability or other legal or equitable theory for lost profits, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITSfor exemplary, FOR EXEMPLARYpunitive, PUNITIVEspecial, SPECIALincidental, INCIDENTALindirect or consequential damages, INDIRECT OR CONSEQUENTIAL DAMAGESor for any other losses which are not direct damages regardless of whether such losses were or should have been foreseeable and regardless of whether any entity has been advised of the possibility of such losses, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESall and each of which such loss is hereby excluded by agreement of the parties. For purposes of clarification: no other provision of this Agreement shall be interpreted to condition, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIESlimit, modify, nullify or otherwise prevail in whole or in part over this section 11(e)(1). (2) Notwithstanding any other provision of the Agreement except Section 12(a): In no event shall the Fund, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, for exemplary, punitive, special, incidental, indirect or consequential damages, or for any other losses which are not direct damages regardless of whether such losses were or should have been foreseeable and regardless of whether any entity has been advised of the possibility of such losses, all and each of which such loss is hereby excluded by agreement of the parties. FOR PURPOSES OF CLARIFICATIONFor purposes of clarification: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONno other provision of this Agreement except Section 12(a) shall be interpreted to condition, LIMITlimit, MODIFYmodify, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(enullify or otherwise prevail in whole or in part over this section 11(e)(2). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other or any of its affiliates more than 36 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based.[Reserved] (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties (not delegated duties, subcontracted or otherwise engaged by BNYM to perform the services hereunder on its behalf) and included in the BNYM System (“Securities Data”), Company the Fund acknowledges that BNYM and such third parties make makes no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Errant Securities Data (as defined below); provided, however, with respect to transaction activity communicated to BNYM by the DTCC or NSCC, BNYM will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. “Errant Securities Data” means Securities Data not being provided to it BNYM with the content and at the time which is standard for the industry or which is required for or used in the performance of any service provided for herein, including without limitation performance of in the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. (i) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) With respect to services performed pursuant to this Agreement, BNYM shall be liable to the Fund (or any person or entity claiming through or for the Fund) for Loss loss, cost, expense and damages, the recovery of which is not otherwise excluded by another provision of this Agreement Agreement, only to the extent the Loss is caused by BNYM’s the intentional misconduct, willful misfeasance, bad faith reckless disregard or negligence in the performance of its duties under this Agreement BNYM (“Standard of CareLiable Conduct”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached). In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareLiable Conduct. (b) BNYMEach party’s maximum aggregate cumulative maximum liability to the Fund other party and all persons or entities claiming through the Fundit, considered as a whole, for any Losses all Loss, the recovery of which is permitted and not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory Agreement, except Loss recoverable pursuant to Section 12(a), shall not exceed the fees received actually paid or payable to BNYM by BNYM the Fund for services provided hereunder during the twenty-four (24) last 24 full calendar months immediately prior to preceding the last Loss Date. If BNYM has provided services for less than twenty-four (24In the event a maximum aggregate cumulative liability pursuant to this Section 11(b) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably must be expected to receive for the services provided hereunder calculated in connection with a last Loss Date occurring during the first twenty-four (24) 24 months of this Agreement. Notwithstanding , fees paid under the foregoing, BNYM’s liability Prior Agreement for the portion of such 24-month period that services were provided under the Prior Agreement shall not be capped used in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYMsuch calculation. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms of a nature substantially equivalent to hurricanes but not meeting other criteria necessary to receive an official hurricane name), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”)) . Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail exist and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause LossFund. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of the agreement except Section 12(a) with respect to Legal Costs, IN NO EVENT SHALL EITHER PARTYin no event shall a party, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORSits Affiliates, OFFICERSor any of its or their directors, EMPLOYEESofficers, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTemployees, CONTRACTagents or subcontractors be liable under any theory of tort, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITScontract, FOR EXEMPLARYstrict liability or other legal or equitable theory for lost profits, PUNITIVEfor exemplary, SPECIALpunitive, INCIDENTALspecial, INDIRECT OR CONSEQUENTIAL DAMAGESincidental, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESindirect or consequential damages, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIESor for any other losses which are not direct damages regardless of whether such losses were or should have been foreseeable and regardless of whether any entity has been advised of the possibility of such losses, all and each of which such loss is hereby excluded by agreement of the parties. FOR PURPOSES OF CLARIFICATIONFor purposes of clarification: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONno other provision of this Agreement shall be interpreted to condition, LIMITlimit, MODIFYmodify, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION nullify or otherwise prevail in whole or in part over this Section 11(e). (f) No party or its Affiliates may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other party or any of its affiliates Affiliates more than 36 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties (not delegated duties, subcontracted or otherwise engaged by BNYM to perform the services hereunder on its behalf) and included in the BNYM System (“Securities Data”), Company the Fund acknowledges that BNYM and such third parties make makes no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Errant Securities Data (as defined below); provided, however, with respect to transaction activity communicated to BNYM by the DTCC or NSCC, BNYM will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. “Errant Securities Data” means Securities Data not being provided to it BNYM with the content and at the time which is standard for the industry or which is required for or used in the performance of any service provided for herein, including without limitation performance of in the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. (i) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall be liable to the Fund (or any person or entity claiming through the Fund) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s 's gross negligence, intentional misconduct, willful misfeasance, bad faith misconduct or negligence reckless disregard in the performance of its duties under this Agreement (“Standard of Care”"STANDARD OF CARE") and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of Care. (b) BNYM’s 's maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any all Losses the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory shall not exceed exceed: (i) the fees received actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four twelve (2412) months immediately prior to the last Loss Date. If BNYM has provided services for less than twenty-four ; or (24ii) months immediately prior to if the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder last Loss Date occurs during the period commencing with the Effective Date and ending on the first twenty-four anniversary of the Effective Date, the greater of the amount calculated in accordance with clause (24i) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM$500,,000. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”)"EVENT BEYOND REASONABLE CONTROL") . Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTYBNYM, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 15 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, information and research furnished to BNYM by third parties and included in the BNYM System (“Securities Data”"SECURITIES DATA"), Company acknowledges that BNYM and such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. (i) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall be liable to the Fund (or any person or entity claiming through the Fund) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith misconduct or negligence reckless disregard in the performance of its duties under this Agreement (“"Standard of Care”") and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of Care. (b) BNYM’s 's maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any all Losses the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory shall not exceed exceed: (i) the fees received actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four twelve (2412) months immediately prior to the last Loss Date. If BNYM has provided services for less than twenty-four ; or (24ii) months immediately prior to if the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder last Loss Date occurs during the period commencing with the Effective Date and ending on the first twenty-four anniversary of the Effective Date, the greater of the amount calculated in accordance with clause (24i) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM$250,000. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “"Event Beyond Reasonable Control”)") . Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTYBNYM, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 15 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, information and research furnished to BNYM by third parties and included in the BNYM System (“"Securities Data”"), Company acknowledges that BNYM and such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. D. (i) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall furnish the services provided for in this Agreement to the Fund in accordance with applicable provisions of Section 17A of the 1934 Act. In performing the services provided for under this Agreement, BNYM shall at all times act in good faith and exercise the reasonable care and diligence of a transfer agent having responsibility for providing transfer agent services to investment companies registered under the 1940 Act. With respect to the performance of the services provided for by this Agreement, BNYM shall be liable to the Fund (or any person or entity claiming through or for the Fund) for Loss loss, cost, expense and damages, the recovery of which is not otherwise excluded by another provision of this Agreement Agreement, only to the extent the Loss is caused by BNYM’s the intentional misconduct, willful misfeasance, bad faith reckless disregard or negligence in the performance of its duties under this Agreement BNYM (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached"Liable Conduct"). In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareLiable Conduct. (b) BNYM’s 's maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses all Loss, the recovery of which is permitted and not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory Agreement, shall not exceed the lesser of (i) the fees received actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four twelve (2412) months immediately prior to the last Loss Date. If ; or (ii) fees actually paid to BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of under this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms of a nature substantially equivalent to hurricanes but not meeting other criteria necessary to receive an official hurricane name), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “"Event Beyond Reasonable Control”)") . Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e1) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of the Agreement: In no event shall BNYM, IN NO EVENT SHALL EITHER PARTYits Affiliates or any of its or their directors, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORSofficers, OFFICERSemployees, EMPLOYEESagents or subcontractors be liable under any theory of tort, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTcontract, CONTRACTstrict liability or other legal or equitable theory for lost profits, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITSfor exemplary, FOR EXEMPLARYpunitive, PUNITIVEspecial, SPECIALincidental, INCIDENTALindirect or consequential damages, INDIRECT OR CONSEQUENTIAL DAMAGESor for any other losses which are not direct damages regardless of whether such losses were or should have been foreseeable and regardless of whether any entity has been advised of the possibility of such losses, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESall and each of which such loss is hereby excluded by agreement of the parties. For purposes of clarification: no other provision of this Agreement shall be interpreted to condition, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIESlimit, modify, nullify or otherwise prevail in whole or in part over this Section 11(e)(1). (2) Notwithstanding any other provision of this Agreement except Section 12(a): In no event shall the Fund, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, for exemplary, punitive, special, incidental, indirect or consequential damages, or for any other losses which are not direct damages regardless of whether such losses were or should have been foreseeable and regardless of whether any entity has been advised of the possibility of such losses, all and each of which such loss is hereby excluded by agreement of the parties. FOR PURPOSES OF CLARIFICATIONFor purposes of clarification: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONno other provision of this Agreement except Section 12(a) shall be interpreted to condition, LIMITlimit, MODIFYmodify, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(enullify or otherwise prevail in whole or in part over this Section 11(e)(2). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 15 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties (not delegated duties, subcontracted or otherwise engaged by BNYM to perform the services hereunder on its behalf) and included in the BNYM System (“"Securities Data”"), Company the Fund acknowledges that BNYM and such third parties make makes no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Errant Securities Data (as defined below); provided, however, with respect to transaction activity communicated to BNYM by the DTCC or NSCC, BNYM will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. "Errant Securities Data" means Securities Data not being provided to it BNYM with the content and at the time which is standard for the industry or which is required for or used in the performance of any service provided for in the Agreement. (i) If BNYM becomes aware of a matter that involves a check or draft drawn by a shareholder or a check or draft issued to a shareholder (or alternate payee) that is alleged to be fraudulently endorsed, a signature guarantee, signature validation or other guarantee or certification that is alleged to be fraudulently procured or tendered, or any other matter involving a payment instrument or system that may give rise to a claim under the Uniform Commercial Code as adopted by a particular State or Territory of the United States ("UCC") or under a signature guarantee or other program, such as the Securities Transfer Agents Medallion Program, based on whole or in part on provisions of the UCC ("UCC Program"), BNYM will take commercially reasonable measures to investigate the matter ("UCC Matter") and if it reasonably determines at any time due to the investigation that a shareholder or the Fund possesses a valid claim under the UCC to recover any amount from a bank or other financial institution expressly subject to the UCC, BNYM will when considered commercially reasonable under the UCC take measures to file a claim on behalf of the Fund for recovery of the relevant amount with the appropriate party under the UCC or the UCC Program ("Initial Claim"). BNYM will inform the Fund if the claim is denied in whole or in part, if any recovery is made or if BNYM gets no response to the claim, and in the event of any recovery will consult with the Fund with respect to the depositing of the recovered amount in a Service Account, the crediting of a shareholder account or any other appropriate conduct, and will provide reasonable cooperation at the Fund's cost and expense with any actions the Fund may subsequently elect to take to seek any further recovery. Absent Liable Conduct in BNYM's processing of any underlying transaction, as between the Fund and BNYM, the Fund shall be solely responsible for any amounts not recovered or not capable of being recovered in a UCC Matter, any market exposure (gain or loss) experienced by a shareholder or the Fund as a result of a UCC Matter, any fraud or similar conduct not constituting a UCC Matter or involving a forged or unauthorized drawer signature or altered instrument, and all costs and expenses of seeking any recovery in a UCC Matter other than costs associated with filing any Initial Claim. This Section 11(i) sets forth the sole responsibility of BNYM with respect to the matters addressed herein. (j) BNYM shall be entitled to rely on, and engage in conduct based upon, its reasonable interpretation of "Legal Authority" (which is hereby defined to mean all laws and all regulations, rules, legal process and other acts and communications of an official nature of governmental, quasi-governmental bodies, regulatory and self-regulatory bodies) and the analysis and advice of legal counsel, including such reliance and conduct in circumstances when available Legal Authority is in conflict or does not provide unambiguous precedent or guidance. BNYM may rely and act in accordance with the analysis and advice of legal counsel that is reasoned notwithstanding the existence or availability of a differing legal analysis or advice or of different interpretations. For the avoidance of doubt, such conduct is included within the conduct described in clause (b) of Section 12 and the rights described in Section 12 apply in the event the Fund requests that BNYM engage in conduct other than in accordance with BNYM's reasonable interpretation of Legal Authority or reasoned legal analysis or legal advice and BNYM engages in such conduct. (k) Notwithstanding any other provision of the Agreement, no party to this Agreement shall be liable to any other party to this Agreement for any costs or expenses of any nature related to legal counsel, legal representation or legal action, including without limitation performance costs and expenses associated with litigation, threatened litigation and dispute resolution, court costs and costs of the Licensed Services (as defined arbitration, discovery, experts, settlement and investigation that arise in Schedule D) connection with any claim, indemnification, action or demand made or sought under this Agreement between parties to this Agreement . Each party shall bear its own such costs and other BNYM services provided for in Schedule D.expenses. (il) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall be liable BNYM's sole and exclusive monetary liability to the Fund (or any person or entity and all persons claiming through or for the Fund) under this Agreement shall be for Loss the recovery direct money damages (i) that result from BNYM's breaches of which is the Agreement that constitute intentional misconduct, reckless disregard, fraud or negligence ("Liable Conduct"), and (ii) that are not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdiction, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareAgreement. (b) BNYM’s 's maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses all loss, cost, expense, damages and liabilities under this Agreement, the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory Agreement, shall not exceed the fees received Fees actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four (24) calendar months immediately preceding the last Loss Date; provided, however, in the event a calculation under this Section 11(b) must occur prior to the Loss Date. If BNYM has provided services for less than completion of twenty-four (24) full calendar months immediately prior after the Effective Date, fees paid to BNYM under the date of such Loss, then BNYM’s Losses Prior Agreement shall not exceed the fees BNYM would reasonably be expected to receive used for the services provided hereunder during calculation for the first twenty-four (24) full calendar months of that fees are not paid under this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms with one or more severely destructive forces comparable to hurricane but not meeting technical hurricane criteria), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations ordered by lawful authority; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “"Event Beyond Reasonable Control”"). Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause LossFund. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of this Agreement, IN NO EVENT SHALL EITHER PARTYexcept to the extent a provision may expressly provide for indemnification of all Loss, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORSin which case indemnification for all Loss shall be permitted, OFFICERSin no event shall BNYM, EMPLOYEESits Affiliates or any of its or their directors, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTofficers, CONTRACTemployees, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITSagents or subcontractors be liable under the Agreement under any theory of tort, FOR EXEMPLARYcontract, PUNITIVEstrict liability or other legal or equitable theory for lost profits, SPECIALfor exemplary, INCIDENTALpunitive, INDIRECT OR CONSEQUENTIAL DAMAGESspecial, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESincidental, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONindirect or consequential damages, LIMITor for any other losses which are not direct damages regardless of whether such losses or damages were or should have been foreseeable and regardless of whether any entity or person has been advised of the possibility of such losses or damages, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e)all and each of which such loss is hereby excluded by agreement of the parties. (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 18 months after the such party first event becomes aware of events or occurrence occurrences comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. BNYM shall be permitted to pursue recovery of amounts paid by BNYM to persons not entitled to such amounts or payments, including through all available legal remedies, and the Fund agrees to cooperate with BNYM (at BNYM's expense and request). (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties (not delegated duties, subcontracted or otherwise engaged by BNYM to perform the services hereunder on its behalf) and included in the BNYM System (“"Securities Data”"), Company the Fund acknowledges that BNYM and such third parties make makes no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Errant Securities Data (as defined below); provided, however, with respect to transaction activity communicated to BNYM by the DTCC or NSCC, BNYM will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. "Errant Securities Data" means Securities Data not being provided to it BNYM with the content and at the time which is standard for the industry or which is required for or used in the performance of any service provided for hereinin the Agreement. (i) If BNYM becomes aware of a matter that involves a signature guarantee, signature validation, or any other guarantee or certification regarding a signature, document or instrument, a fraudulent signature, document or instrument, a document or instrument that is alleged to be fraudulently procured, tendered or negotiated, any other matter involving a payment instrument, a payment or funds transfer system, or a payment clearance system, and any other matter that may give rise to a claim for recovery under applicable law or regulation or the rules of an industry utility (such as the NSCC or NACHA), BNYM will take commercially reasonable measures to investigate the facts of the matter and upon the conclusion of the investigation provide to the Fund with access to all materials and information gathered during the investigation not subject to a confidentiality obligation to third parties and thereafter, as between the Fund and BNYM, any further action on behalf of the Fund or a shareholder in connection with the matter investigated shall be the sole and exclusive responsibility of the Fund. BNYM shall cooperate reasonably to provide information in its possession at the time in any ongoing investigation conducted by the Fund into such matters. (j) BNYM shall be entitled to rely on, and engage in conduct based upon, its reasonable interpretation of "Legal Authority" (which is hereby defined to mean all laws and all regulations, rules, legal process and other acts and communications of an official nature of governmental, quasi-governmental bodies, regulatory and self-regulatory bodies) and the analysis and advice of legal counsel, including such reliance and conduct in circumstances when available Legal Authority is in conflict or does not provide unambiguous precedent or guidance. BNYM may rely and act in accordance with the analysis and advice of legal counsel that is reasoned notwithstanding the existence or availability of a differing legal analysis or advice or of different interpretations. For the avoidance of doubt, such conduct is included within the conduct described in clause (b) of Section 12 and the rights described in Section 12 apply in the event the Fund requests that BNYM engage in conduct other than in accordance with BNYM's reasonable interpretation of Legal Authority or reasoned legal analysis or legal advice and BNYM engages in such conduct. (k) In connection with any dispute or action between the parties to this Agreement, unless recovery of legal fees or expenses is expressly provided for by a particular provision: no party to this Agreement shall be liable to any other party to this Agreement for any costs or expenses of any nature related to legal counsel, legal representation or legal action, including without limitation performance costs and expenses associated with litigation, threatened litigation and dispute resolution, court costs and costs of arbitration, discovery, experts, settlement and investigation that arise in connection with any claim, indemnification right, action or demand made or sought under this Agreement; each party shall bear its own such costs and expenses. (1) Any Loss incurred by any party to the Agreement or its Affiliates or any other party, including a current or former Fund shareholder, as a result of fraud by a Shareholder or other person, including without limitation Loss incurred in connection with any one or more of the Licensed Services events or circumstances described immediately below ("Fraud Loss"), shall, as defined between BNYM and the Fund, be the responsibility and liability of the Fund, if in Schedule D) and other connection with all related purchase and/or redemption transactions BNYM services provided for complied in Schedule D.all material respects with the Written Procedures applicable to such transactions ("Applicable Procedures"): (i) The acceptance, processing, negotiation or crediting to an account of a payment for the purchase of Shares (whether a check, permissible cash equivalent, ACH transfer, wire transfer or other permissible payment instrument or method) that is (A) subsequently determined or claimed to be fraudulent, unauthorized or otherwise invalid, (B) an electronic funds transfer that is returned, reversed, reclaimed or otherwise withdrawn, or (C) an instrument that is dishonored, rejected or returned after the Fund's hold period on new purchases expires; (ii) Multiple deposit, negotiation or other taking possession of the proceeds of a distribution, such as (A) the remote deposit of a check through a "smart phone" or other mobile check-depositing application combined with the cashing of the same check at a check cashing agency, or (B) a shareholder reporting a distribution check as lost, stolen or missing combined with a request for a replacement payment by electronic funds transfer followed by the cashing at a check cashing agency of the check reported lost, stolen or missing; or (iii) The receipt in good order and the processing of instructions, whether oral, written, electronic, sent via Internet, automated voice or by other permissible means, regarding the redemption of shares in an account and the distribution of the proceeds of that redemption or any other financial or maintenance transaction, including without limitation changing the bank account of record, that are subsequently claimed to have been given by someone not authorized to issue instructions for that account (including, for avoidance of doubt, instructions given by persons misrepresenting themselves as an account owner or other authorized person who accurately presents required security data elements or otherwise satisfies or complies with security and identity verification protocols); (2) To the extent BNYM does not follow the Applicable Procedures in all material respects BNYM shall be liable for that portion of the Fraud Loss not otherwise excluded by this Agreement directly arising from such conduct. In the event Fraud Loss is incurred by BNYM or its Affiliates and not excludable pursuant to the immediately preceding sentence, the Fund agrees to reimburse BNYM within a reasonable period following its receipt of a request from BNYM and reasonable evidence of the Fraud Loss. (m) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) In performing its obligations under this Agreement, BNYM shall act in good faith and agrees to exercise reasonable care and diligence. BNYM shall be liable to the Fund (or any person or entity claiming through or for the Fund) under this Agreement solely and exclusively for Loss loss, cost, expense or damages resulting from breaches of the Agreement that constitute the intentional misconduct, reckless disregard, fraud or negligence of BNYM in the performance of this Agreement ("Liable Conduct") and the recovery of which such loss, cost, expense or damages is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdiction, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareAgreement. (b) BNYM’s 's maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses all loss, cost, expense and damages the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory Agreement, including liability arising under Section 12(b), shall not exceed the fees received actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four eighteen (2418) full calendar months immediately prior to preceding the last Loss Date. If BNYM has provided services for less than twenty-four (24In the event a maximum aggregate cumulative liability pursuant to this Section 11(b) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably must be expected to receive for the services provided hereunder calculated in connection with a last Loss Date occurring during the first twenty-four eighteen (2418) full calendar months of this Agreement. Notwithstanding , fees paid under the foregoing, BNYM’s liability applicable Prior Agreement for the portion of the 18-month calculation period that services were provided under the Prior Agreement shall not be capped used in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYMsuch calculation. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms with wind, rain or hail forces comparable to a hurricane but not meeting technical hurricane criteria), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations ordered by lawful authority; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “"Event Beyond Reasonable Control”"). Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of this Agreement, IN NO EVENT SHALL EITHER PARTYexcept to the extent a provision may expressly provide for indemnification of all Loss, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORSin which case the specified indemnification shall be permitted, OFFICERSin no event shall BNYM, EMPLOYEESits Affiliates or any of its or their directors, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTofficers, CONTRACTemployees, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITSagents or subcontractors be liable under the Agreement under any theory of tort, FOR EXEMPLARYcontract, PUNITIVEstrict liability or other legal or equitable theory for lost profits, SPECIALfor exemplary, INCIDENTALpunitive, INDIRECT OR CONSEQUENTIAL DAMAGESspecial, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESincidental, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONindirect or consequential damages, LIMITor for any other losses which are not direct damages regardless of whether such losses or damages were or should have been foreseeable and regardless of whether any entity or person has been advised of the possibility of such losses or damages, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e)all and each of which such loss is hereby excluded by agreement of the parties. (f) No party to this Agreement may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other another party to this agreement or any of its affiliates more than 36 18 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. BNYM shall be permitted to pursue recovery of amounts paid by BNYM to persons not entitled to such amounts or payments, including through all available legal remedies, and the Fund agrees to cooperate with BNYM (at BNYM's expense and request). (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties (not delegated duties, subcontracted or otherwise engaged by BNYM to perform the services hereunder on its behalf) and included in the BNYM System (“"Securities Data”"), Company the Fund acknowledges that BNYM and such third parties make makes no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Errant Securities Data (as defined below); provided, however, with respect to transaction activity communicated to BNYM by the DTCC or NSCC, BNYM will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. "Errant Securities Data" means Securities Data not being provided to it BNYM with the content and at the time which is standard for the industry or which is required for or used in the performance of any service provided for in the Agreement. (i) If BNYM becomes aware of a matter that involves a check or draft drawn by a shareholder or a check or draft issued to a shareholder (or alternate payee) that is alleged to be fraudulently endorsed, with respect to which a signature guarantee, signature validation or other guarantee or certification is alleged to be fraudulently procured or tendered, or that involves any other matter relating to a payment instrument or system that may give rise to a claim under the Uniform Commercial Code as adopted by a particular State or Territory of the United States ("UCC") or under a signature guarantee or other program, such as the Securities Transfer Agents Medallion Program, based on whole or in part on provisions of the UCC ("UCC Program"), BNYM will take commercially reasonable measures to investigate the matter ("Check Matter") and if its fraud investigators reasonably determine at any time based solely on facts discovered during the investigation that a shareholder or the Fund may possess a valid claim under the UCC or otherwise to recover any amount from a bank or other financial institution expressly subject to the UCC, BNYM will when considered commercially reasonable under the UCC take measures to file a claim on behalf of the Fund for recovery of the relevant amount with the appropriate party ("Initial Claim"). BNYM will inform the Fund if the claim is denied in whole or in part, if any recovery is made or if BNYM gets no response to the claim, and in the event of any recovery will consult with the Fund with respect to the depositing of the recovered amount in a Service Account, the crediting of a shareholder account or any other appropriate conduct, and will provide reasonable cooperation at the Fund's cost and expense with any actions the Fund may subsequently elect to take to seek any further recovery. Absent Liable Conduct in BNYM's processing of any underlying transaction, as between the Fund and BNYM, the Fund shall be solely responsible for any amounts not recovered or not capable of being recovered in a Check Matter, any market exposure (gain or loss) experienced by a shareholder or the Fund as a result of a Check Matter, any fraud or similar conduct not constituting a Check Matter or involving a forged or unauthorized drawer signature or altered instrument, and all costs and expenses of seeking any recovery in a Check Matter other than costs associated with filing any Initial Claim. This Section 11(i) sets forth the sole responsibility of BNYM with respect to the matters addressed herein. (j) BNYM shall be entitled to rely on, and engage in conduct based upon, its reasonable interpretation of "Legal Authority" (which is hereby defined to mean all laws and all regulations, rules, legal process and other acts and communications of an official nature of governmental, quasi-governmental bodies, regulatory and self-regulatory bodies) and the analysis and advice of legal counsel, including such reliance and conduct in circumstances when available Legal Authority is in conflict or does not provide unambiguous precedent or guidance. BNYM may rely and act in accordance with the analysis and advice of legal counsel that is reasoned notwithstanding the existence or availability of a differing legal analysis or advice or of different interpretations. For the avoidance of doubt, such conduct is included within the conduct described in clause (b) of Section 12 and the rights described in Section 12 apply in the event the Fund requests that BNYM engage in conduct other than in accordance with BNYM's reasonable interpretation of Legal Authority or reasoned legal analysis or legal advice and BNYM engages in such conduct. (k) In connection with any dispute or action between the parties to this Agreement , unless recovery of all Loss or legal fees or expenses is expressly provided for by a particular provision: no party to this Agreement shall be liable to any other party to this Agreement for any costs or expenses of any nature related to legal counsel, legal representation or legal action, including without limitation performance costs and expenses associated with litigation, threatened litigation and dispute resolution, court costs and any costs of arbitration, discovery, experts, settlement and investigation that arise in connection with any claim, indemnification right, action or demand made or sought under this Agreement; each party shall bear its own such costs and expenses. (l) The following events shall be the responsibility of the Licensed Services (as defined Fund and shall be presumed not to constitute Liable Conduct in Schedule D) and other BNYM services provided for in Schedule D.the absence of a final finding of a court of competent jurisdiction that the described circumstances do constitute Liable Conduct: (i) The acceptance, processing, negotiation or crediting to an account of a fraudulent payment (such as a check, permissible cash equivalent, ACH transfer, wire transfer) for the purchase of Shares; or (ii) Multiple deposit, negotiation or other taking possession of the proceeds of a distribution, such as a deposit through a mobile checking application combined with the cashing of a payment instrument at a check cashing agency. (m) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall be liable to the Fund (or any person or entity claiming through or for the Fund) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s the intentional misconduct, willful misfeasance, bad faith reckless disregard or negligence in the performance of its duties under this Agreement BNYM (“Standard of CareLiable Conduct”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached). In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareLiable Conduct. (b) BNYM’s maximum cumulative maximum aggregate liability for all Losses to the Fund and to all persons or entities claiming through the Fund, considered as a whole: (i) shall not be limited with respect to Losses caused by the reckless disregard or willful misconduct of BNYM; and (ii) for Losses caused by any conduct of BNYM other than that described in clause (i) that results in liability to the Fund, for any Losses the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory Agreement, shall not exceed the fees received actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four eighteen (2418) months immediately prior to the Last Loss Date. If BNYM has provided services In the event a calculation of maximum liability pursuant to this Section 11(b)(ii) must be made for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder a Loss Date occurring during the first twenty-four (24) eighteen months of this Agreement. Notwithstanding , fees paid under the foregoing, BNYM’s liability Prior Agreement for the portion of such 18-month period that services were provided under the Prior Agreement shall not be capped used in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYMsuch calculation. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms of a nature substantially equivalent to hurricanes but not meeting other criteria necessary to receive an official hurricane name), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”)) . Upon the occurrence of an Event Beyond Reasonable Control, the affected Party party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTYBNYM, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other or any of its affiliates more than 36 15 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties (not delegated duties, subcontracted or otherwise engaged by BNYM to perform the services hereunder on its behalf) and included in the BNYM System (“Securities Data”), Company the Fund acknowledges that BNYM and such third parties make makes no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule DC) and other BNYM services provided for in Schedule D.C; provided, however, with respect to transaction activity communicated to BNYM by the DTCC or NSCC, BNYM will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. (i) If BNYM becomes aware of a matter that involves a check or draft drawn by a shareholder or a check or draft issued to a shareholder (or alternate payee) that is alleged to be fraudulently endorsed, a signature guarantee, signature validation or other guarantee or certification that is alleged to be fraudulently procured or tendered, or any other matter involving a payment instrument or system that may give rise to a claim under the Uniform Commercial Code as adopted by a particular State or Territory of the United States (“UCC”) or under a signature guarantee or other program, such as the Securities Transfer Agents Medallion Program, based on whole or in part on provisions of the UCC (“UCC Program”), BNYM will take commercially reasonable measures to investigate the matter (“UCC Matter”) and if it reasonably determines at any time due to the investigation that a shareholder or the Fund possesses a valid claim under the UCC to recover any amount from a bank or other financial institution expressly subject to the UCC, BNYM will when considered commercially reasonable under the UCC take measures to file a claim on behalf of the Fund for recovery of the relevant amount with the appropriate party under the UCC or the UCC Program (“Initial Claim”). BNYM will inform the Fund if the claim is denied in whole or in part, if any recovery is made or if BNYM gets no response to the claim, and in the event of any recovery will consult with the Fund with respect to the depositing of the recovered amount in a Service Account, the crediting of a shareholder account or any other appropriate conduct, and will provide reasonable cooperation at the Fund’s cost and expense with any actions the Fund may subsequently elect to take to seek any further recovery. Absent Liable Conduct in BNYM’s processing of any underlying transaction, as between the Fund and BNYM, the Fund shall be solely responsible for any amounts not recovered or not capable of being recovered in a UCC Matter, any market exposure (gain or loss) experienced by a shareholder or the Fund as a result of a UCC Matter, any fraud or similar conduct not constituting a UCC Matter or involving a forged or unauthorized drawer signature or altered instrument, and all costs and expenses of seeking any recovery in a UCC Matter other than costs associated with filing any Initial Claim. This Section 11(i) sets forth the sole responsibility of BNYM with respect to the matters addressed herein. (j) BNYM shall be entitled to rely on, and engage in conduct based upon, its reasonable interpretation of “Legal Authority” (which is hereby defined to mean all laws and all regulations, rules, legal process and other acts and communications of an official nature of governmental, quasi-governmental bodies, regulatory and self-regulatory bodies) and the analysis and advice of legal counsel, including such reliance and conduct in circumstances when available Legal Authority is in conflict or does not provide unambiguous precedent or guidance. BNYM may rely and act in accordance with the analysis and advice of legal counsel that is reasoned notwithstanding the existence or availability of a differing legal analysis or advice or of different interpretations. For the avoidance of doubt, such conduct is included within the conduct described in clause (b) of Section 12 and the rights described in Section 12 apply in the event the Fund requests that BNYM engage in conduct other than in accordance with BNYM’s reasonable interpretation of Legal Authority or reasoned legal analysis or legal advice and BNYM engages in such conduct. (k) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall be liable BNYM’s sole and exclusive monetary liability to the Fund (or any person or entity and all persons claiming through or for the Fund) under this Agreement shall be for Loss the recovery direct money damages (i) that result from BNYM’s breaches of which is the Agreement or for actions that constitute intentional misconduct, reckless disregard, fraud or negligence in the performance of services under this Agreement (“Liable Conduct”), and (ii) that are not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdiction, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareAgreement. (b) BNYM’s maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses all loss, cost, expense, damages and liabilities under this Agreement, the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory Agreement, shall not exceed (i) the fees received Fees actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four (24) calendar months immediately preceding the last Loss Date; or (ii) if the last Loss Date occurs prior to the Loss Date. If BNYM has provided services for less than completion of twenty-four (24) full calendar months immediately prior following the Service Effective Date, the greater of (A) all Fees paid with respect services rendered during the full calendar months that have elapsed subsequent to the date Service Effective Date (“Elapsed Months”), or (B) the average monthly amount of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder Fees paid during the first twenty-four (Elapsed Months multiplied by 24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms with one or more severely destructive forces comparable to hurricane but not meeting technical hurricane criteria), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations ordered by lawful authority; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non- performance by third parties (not including third parties delegated duties, subcontracted or otherwise engaged by BNYM to perform services hereunder on BNYM’s behalf, other than non-performance caused by unaffiliated third parties (other than subcontractors of BNYM for causes other than those one or more events described hereinin this subsection); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”). Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of this Agreement, IN NO EVENT SHALL EITHER PARTYexcept to the extent a provision may expressly provide for indemnification of all Loss, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORSin which case indemnification for all Loss shall be permitted, OFFICERSin no event shall BNYM, EMPLOYEESits Affiliates or any of its or their directors, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTofficers, CONTRACTemployees, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITSagents or subcontractors be liable under the Agreement under any theory of tort, FOR EXEMPLARYcontract, PUNITIVEstrict liability or other legal or equitable theory for lost profits, SPECIALfor exemplary, INCIDENTALpunitive, INDIRECT OR CONSEQUENTIAL DAMAGESspecial, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESincidental, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONindirect or consequential damages, LIMITor for any other losses which are not direct damages regardless of whether such losses or damages were or should have been foreseeable and regardless of whether any entity or person has been advised of the possibility of such losses or damages, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e)all and each of which such loss is hereby excluded by agreement of the parties. (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 18 months after such party first becomes aware, or should reasonably have become aware, of the first event events or occurrence occurrences comprising the conduct or alleged conduct upon which the claim, cause of action or dispute resolution proceeding is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. BNYM shall pursue recovery of amounts paid by BNYM to persons not entitled to such amounts or payments, including through all available legal remedies, and the Fund agrees to cooperate with BNYM (at BNYM’s expense and request). (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties (not delegated duties, subcontracted or otherwise engaged by BNYM to perform the services hereunder on its behalf) and included in the BNYM System (“Securities Data”), Company the Fund acknowledges that BNYM and such third parties make makes no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Errant Securities Data (as defined below); provided, however, with respect to transaction activity communicated to BNYM by the DTCC or NSCC, BNYM will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. “Errant Securities Data” means Securities Data not being provided to it BNYM with the content and at the time which is standard for the industry or which is required for or used in the performance of any service provided for herein, including without limitation performance of in the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. (i) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall be liable to the Fund Investment Company (or any person or entity claiming through the FundInvestment Company) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by by, (i) with respect to BNYM’s performance of the Services, conduct constituting intentional misconduct, willful misfeasance, bad faith reckless disregard or negligence in the performance of its duties (“Breach Conduct”), and (ii) with respect to obligations under this Agreement other than those described in clause (“Standard i), for breaches of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breachedthis Agreement. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareBreach Conduct. (b) BNYM’s maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any all Losses the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory shall not exceed exceed: (i) the fees received actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four twelve (2412) months immediately prior to the last Loss Date. If ; or (ii) if the last Loss Date occurs during the period commencing with the Effective Date and ending on the first anniversary of the Effective Date, the fees actually paid to BNYM has by the Fund for services provided services for less than twenty-four during the twelve (2412) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed last Loss Date under this Agreement and the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this applicable Prior Transfer Agency Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”)) . Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted.. Confidential And Proprietary Execution Version (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTYBNYM, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, information and research furnished to BNYM by third parties and included in the BNYM System (“Securities Data”), Company acknowledges that BNYM and such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule DC) and other BNYM services provided for in Schedule D.C. (i) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall be liable to the Fund Client (or any person or entity claiming through or for the FundClient) for Loss loss, cost, expense and damages the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s the intentional misconduct, willful misfeasance, bad faith reckless disregard or negligence in the performance of its duties under this Agreement BNYM (“Standard of CareLiable Conduct”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached). In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareLiable Conduct. (b) BNYM’s maximum aggregate cumulative maximum liability to the Fund Client and all persons or entities claiming through the FundClient, considered as a whole, for any Losses all loss, cost, expense and damages the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory shall not exceed the fees received actually paid to BNYM by BNYM the Client for services provided hereunder during the twentythirty-four six (2436) months immediately prior to the last Loss Date. If BNYM has provided services for less than twenty-four Date (24) months immediately prior “Liability Cap”); provided, however, the foregoing limitation shall not apply with respect to a Loss to the date extent it results from a fraudulent act or the willful misconduct of such Loss, then BNYM’s Losses shall not exceed BNYM or its employees. In the fees BNYM would reasonably event a maximum aggregate cumulative liability pursuant to this Section 11(b) must be expected to receive for the services provided hereunder calculated in connection with a last Loss Date occurring during the first twenty-four (24) months Initial Term of this Agreement. Notwithstanding , fees paid under the foregoing, BNYM’s liability Prior Agreement for the portion of the 36-month Liability Cap calculation period that services were provided under the Prior Agreements shall not be capped used in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYMsuch calculation. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms of a nature substantially equivalent to hurricanes but not meeting other criteria necessary to receive an official hurricane name), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”). Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund Client or for any failure to discover any action, omission or conduct of any prior service provider of the Fund Client that caused or could cause Loss. BNYM is not a prior service provider for purposes of this Section 11(d). (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTYBNYM, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties (not delegated duties, subcontracted or otherwise engaged by BNYM to perform the services hereunder on its behalf) and included in the BNYM System (“Securities Data”), Company the Client acknowledges that BNYM and such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule DC) and other BNYM services provided for in Schedule D.C; provided, however, with respect to transaction activity communicated to BNYM by the DTCC or NSCC, BNYM will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. (i) If BNYM becomes aware of a matter that involves a check or draft drawn by a shareholder or a check or draft issued to a shareholder (or alternate payee) that is alleged to be fraudulently endorsed, a signature guarantee, signature validation or other guarantee or certification that is alleged to be fraudulently procured or tendered, or any other matter involving a payment instrument or system that may give rise to a claim under the Uniform Commercial Code as adopted by a particular State or Territory of the United States (“UCC”) or under a signature guarantee or other program, such as the Securities Transfer Agents Medallion Program, based on whole or in part on provisions of the UCC (“UCC Program”), BNYM will take commercially reasonable measures to investigate the matter (“UCC Matter”) and if it reasonably determines at any time due to the investigation that a shareholder or the Client possesses a valid claim under the UCC to recover any amount from a bank or other financial institution expressly subject to the UCC, BNYM will when considered commercially reasonable under the UCC take measures to file a claim on behalf of the Client for recovery of the relevant amount with the appropriate party under the UCC or the UCC Program (“Initial Claim”). BNYM will inform the Client if the claim is denied in whole or in part, if any recovery is made or if BNYM gets no response to the claim, and in the event of any recovery will consult with the Client with respect to the depositing of the recovered amount in a Service Account, the crediting of a shareholder account or any other appropriate conduct, and will provide reasonable cooperation at the Client’s cost and expense with any actions the Client may subsequently elect to take to seek any further recovery. Absent Liable Conduct in BNYM’s processing of any underlying transaction, as between the Client and BNYM, the Client shall be solely responsible for any amounts not recovered or not capable of being recovered in a UCC Matter, any market exposure (gain or loss) experienced by a shareholder or the Client as a result of a UCC Matter, any fraud or similar conduct not constituting a UCC Matter or involving a forged or unauthorized drawer signature or altered instrument, and all costs and expenses of seeking any recovery in a UCC Matter other than costs associated with filing any Initial Claim. This Section 11(i) sets forth the sole responsibility of BNYM with respect to the matters addressed herein. (j) BNYM shall be entitled to rely on, and engage in conduct based upon, its reasonable interpretation of “Legal Authority” (which is hereby defined to mean all laws and all regulations, rules, legal process and other acts and communications of an official nature of governmental, quasi-governmental bodies, regulatory and self-regulatory bodies) and the analysis and advice of legal counsel, including such reliance and conduct in circumstances when available Legal Authority is in conflict or does not provide unambiguous precedent or guidance. BNYM may rely and act in accordance with the analysis and advice of legal counsel that is reasoned notwithstanding the existence or availability of a differing legal analysis or advice or of different interpretations. For the avoidance of doubt, such conduct is included within the conduct described in clause (b) of Section 12 and the rights described in Section 12 apply in the event the Client requests that BNYM engage in conduct other than in accordance with BNYM’s reasonable interpretation of Legal Authority or reasoned legal analysis or legal advice and BNYM engages in such conduct. (k) Notwithstanding any other provision in this Agreement, the Company acknowledges and agrees that BNYM shall not be liable for any Losses associated with any taxes, assessments, duties or other governmental charges of a shareholder of a CIT, including any interest or penalty with respect thereto (“Taxes”) or for any withholding or reporting, or non-withholding or non-reporting, of Taxes. The Company further acknowledges that, with respect to the CITs, it may be considered a U.S. withholding agent and/or may be required to file information or other tax returns under the U.S. Internal Revenue Code and related regulations (“IRC and Regulations”), and agrees that it or its designated agents are, and will continue to be, in compliance with all withholding and reporting required by the IRC and Regulations with respect to the CITs. Therefore, unless otherwise specified herein or in a separate written agreement between the parties, neither BNYM nor any of its affiliates shall be responsible for withholding or depositing taxes for any activities contemplated by this Agreement with respect to the CITs, nor will it or they be responsible for any related tax filings or information reporting, including but not limited to Forms 1099, 945, 1042S, 1042, 1065, 1065 K-1, 8804, 8805, 1120 or 1120F. The Client further agrees to indemnify BNYM in accordance with Section 12 for any taxes, penalties or interest imposed upon BNYM with respect to any withholding, depositing or reporting obligations, or any combination of the foregoing obligations, under the IRC and Regulations as specified herein, attributable directly or indirectly to the CITs. (l) In connection with any dispute of any nature between the parties to this Agreement or any negotiations between the parties relating to this Agreement, each party shall bear its own costs of legal counsel and its own costs of litigation or threatened litigation, such as but not limited to court costs and costs of discovery, experts, settlement and investigation, and no party shall be liable to any other party for such costs. (m) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall be liable to the Fund (or any person or entity claiming through the Fund) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith misconduct or negligence reckless disregard in the performance of its duties under this Agreement (BNYM’s “Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached). In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of Care. (b) BNYM’s maximum aggregate cumulative maximum liability to the Fund and all persons any person or entities entity claiming through the Fund, considered as a whole, Fund for any Losses the recovery Loss (including but not limited to those arising out of which is not otherwise excluded by another provision of or related to this Agreement Agreement) and regardless of the form of action or legal theory shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four (24) months immediately prior to the Loss Date. If BNYM has provided services for less than twenty-twenty four (24) months immediately prior to the date of such Loss. For purposes of clarification, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable occurs prior to the intentional misconduct or end of 24 months subsequent to the willful misfeasance date of BNYMthis Agreement, this amount shall be calculated on a pro forma basis based upon the fees actually paid to BNYM pursuant to this Agreement prior to the date of Loss. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”)) . Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTYPARTY TO THE AGREEMENT, ITS THEIR RESPECTIVE AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY EITHER SUCH ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e). (f) No Neither party to this Agreement nor its affiliates may assert a claim or cause of action against the other party to this Agreement or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commence an commencement of arbitration or other alternate dispute resolution proceedingproceedings) against the other or any of its affiliates more than 36 months after the first event or occurrence comprising the conduct or alleged conduct upon which the alleging such cause of action is basedaction. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, information and research furnished to BNYM by third parties and included in the BNYM System (“Securities Data”), Company acknowledges that BNYM and such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. (i) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) Subject to the terms of this Section 11 and Section 12, BNYM shall be liable hereunder to the Fund Company and the Investment Companies considered as a whole (“Company Group”) (or any person or entity claiming through the FundCompany Group), and the Company Group shall be liable hereunder to BNYM (or any person or entity claiming through BNYM) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM(i) such party’s Confidential And Proprietary Execution Version intentional misconduct, willful misfeasancereckless disregard, bad faith or negligence in the performance of its duties under this Agreement (“Standard of Care”) or (ii) a material breach of this Agreement by such party or a breach of any material representation or warranty hereunder, and only if the Fund claiming party provides BNYM the other party with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of have caused the Standard of Care Loss and the provision of the Agreement with respect to which the Fund claims failure to have been breached. comply or breach is alleged In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of Care. (b) Except as provided in Section 11(c), BNYM’s maximum aggregate cumulative maximum liability hereunder to the Fund Company Group and all persons or entities claiming through the FundCompany Group, considered as a wholeand the Company Group’s maximum aggregate cumulative liability hereunder to BNYM and all persons or entities claiming through BNYM, for any all Losses the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory shall not exceed exceed: (i) the fees received actually paid to BNYM by BNYM the Investment Companies for services provided hereunder during the twenty-four twelve (2412) months immediately prior to the last Loss Date. If BNYM has provided services for less than twenty-four ; or (24ii) months immediately prior to if the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder last Loss Date occurs during the period commencing with the Effective Date and ending on the first twenty-four anniversary of the Effective Date, the greater of the amount calculated in accordance with clause (24i) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM$3,000,000. (c) This Section 11(c), not Section 11(b) above, shall apply to any BNYM breaches of Section 5 as follows: BNYM’s maximum aggregate cumulative liability hereunder to the Company Group and all persons or entities claiming through the Company Group for all Losses, the recovery of which is not otherwise excluded by another provision of this Agreement, attributable to, caused by or arising in connection with breaches of Section 5 shall not exceed $6,000,000. (d) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither No party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”)) . Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted. (de) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Company or a Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Company or a Fund that caused or could cause Loss. (ef) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTYANY PARTY HERETO, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH Confidential And Proprietary Execution Version DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e). (fg) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) relating to this Agreement against the any other party hereto or any of its affiliates more than 36 15 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based; provided, however, that this limitation shall not apply to any claim or cause of action based upon a breach by BNYM of Section 5 of this Agreement. (gh) Each party shall have a duty to mitigate damages for which the any other party may become responsibleresponsible hereunder. (hi) With respect to securities data, information and research furnished to BNYM by third parties and included in the BNYM System (“Securities Data”), Company acknowledges that BNYM and such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. (ij) BNYM hereby represents and warrants that it is experienced in the provision of the services covered by this Agreement. The parties hereto agree that in assessing whether BNYM has breached its Standard of Care, BNYM shall be expected to exercise at least the care that would be exercised by a similarly situated service provider, supplying substantially the same services under substantially similar circumstances. (k) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM agrees to act in good faith and with reasonable care in its performance of services under this Agreement (the “Standard of Care”). To the extent BNYM uses subcontractors pursuant to Section 17 of this Agreement, any such subcontracting shall not relieve BNYM of any of its liabilities hereunder. Notwithstanding the Standard of Care, BNYM shall be liable to the Fund (or any person or entity claiming through or for the Fund) pursuant to any Claims solely and exclusively for Loss any loss, cost, expense or damages resulting from breaches of the Agreement that constitute the intentional misconduct, reckless disregard, fraud or negligence of BNYM in the performance of an obligation under this Agreement ("Liable Conduct") and the recovery of which such loss, cost, expense or damages is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdiction, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareAgreement. (b) BNYM’s 's maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses all loss, cost, expense and damages under this Agreement, the recovery of which is permitted and not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory Agreement, shall not exceed the fees received actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four (24) full calendar months immediately prior to preceding the last Loss Date. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms of a nature substantially equivalent to hurricanes but not meeting other criteria necessary to receive an official hurricane name), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “"Event Beyond Reasonable Control”"). Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall contact the other Party as soon as reasonably practicable and shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund occurring prior to the Effective Date or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of this Agreement, IN NO EVENT SHALL EITHER PARTYexcept to the extent a provision may expressly provide for indemnification of all Loss, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORSin which case indemnification for all Loss shall be permitted, OFFICERSin no event shall BNYM, EMPLOYEESits Affiliates or any of its or their directors, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTofficers, CONTRACTemployees, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITSagents or subcontractors be liable under the Agreement under any theory of tort, FOR EXEMPLARYcontract, PUNITIVEstrict liability or other legal or equitable theory for lost profits, SPECIALfor exemplary, INCIDENTALpunitive, INDIRECT OR CONSEQUENTIAL DAMAGESspecial, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESincidental, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONindirect or consequential damages, LIMITor for any other losses which are not direct damages regardless of whether such losses or damages were or should have been foreseeable and regardless of whether any entity or person has been advised of the possibility of such losses or damages, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e)all and each of which such loss is hereby excluded by agreement of the parties. (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 18 months after the first event date of discovery of the claim or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. BNYM shall be permitted to pursue recovery of amounts paid by BNYM to persons not entitled to such amounts or payments, including through all available legal remedies, and the Fund agrees to reasonably cooperate with BNYM (at BNYM's expense and request). (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties (not delegated duties, subcontracted or otherwise engaged by BNYM to perform the services hereunder on its behalf) and included in the BNYM System (“"Securities Data”"), Company the Fund acknowledges that BNYM and such third parties make makes no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Errant Securities Data (as defined below); provided, however, with respect to transaction activity communicated to BNYM by the DTCC or NSCC, BNYM will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. "Errant Securities Data" means Securities Data not being provided to it BNYM with the content and at the time which is standard for the industry or which is required for or used in the performance of any service provided for in the Agreement. (i) If BNYM becomes aware of a matter that involves a check or draft drawn by a shareholder or a check or draft issued to a shareholder (or alternate payee) that is alleged to be fraudulently endorsed, with respect to which a signature guarantee, signature validation or other guarantee or certification is alleged to be fraudulently procured or tendered, or that involves any other matter relating to a payment instrument or system that may give rise to a claim under the Uniform Commercial Code as adopted by a particular State or Territory of the United States ("UCC") or under a signature guarantee or other program, such as the Securities Transfer Agents Medallion Program, based on whole or in part on provisions of the UCC ("UCC Program"), BNYM will take commercially reasonable measures within commercially reasonable periods to investigate the matter ("Check Matter") and if it reasonably determines at any time due to the investigation that a shareholder or the Fund possesses a valid claim under the UCC to recover any amount from a bank or other financial institution expressly subject to the UCC, BNYM will when considered commercially reasonable under the UCC take measures to file a claim on behalf of the Fund for recovery of the relevant amount with the appropriate party ("Initial Claim"). BNYM will inform the Fund if the claim is denied in whole or in part, if any recovery is made or if BNYM gets no response to the claim, and in the event of any recovery will consult with the Fund with respect to the depositing of the recovered amount in a Service Account, the crediting of a shareholder account or any other appropriate conduct, and will provide reasonable cooperation at the Fund's cost and expense with any actions the Fund may subsequently elect to take to seek any further recovery. Absent Liable Conduct in BNYM's processing of any underlying transaction, as between the Fund and BNYM, the Fund shall be solely responsible for any amounts not recovered or not capable of being recovered in a Check Matter, any market exposure (gain or loss) experienced by a shareholder or the Fund as a result of a Check Matter, any fraud or similar conduct not constituting a Check Matter or involving a forged or unauthorized drawer signature or altered instrument, and all costs and expenses of seeking any recovery in a Check Matter other than costs associated with filing any Initial Claim. This Section 11(i) sets forth the sole responsibility of BNYM with respect to the matters addressed herein. (j) BNYM shall be entitled to rely on, and engage in conduct based upon, its reasonable interpretation of "Legal Authority" (which is hereby defined to mean all laws and all regulations, rules, legal process and other acts and communications of an official nature of governmental, quasi-governmental bodies, regulatory and self-regulatory bodies) and the analysis and advice of legal counsel, including such reliance and conduct in circumstances when available Legal Authority is in conflict or does not provide unambiguous precedent or guidance. BNYM may rely and act in accordance with the analysis and advice of legal counsel that is reasoned notwithstanding the existence or availability of a differing legal analysis or advice or of different interpretations. For the avoidance of doubt, such conduct is included within the conduct described in clause (ii) of Section 12(a) and the rights described in Section 12(a) apply in the event the Fund requests that BNYM engage in conduct other than in accordance with BNYM's reasonable interpretation of Legal Authority or reasoned legal analysis or legal advice and BNYM engages in such conduct. (k) Notwithstanding any other provision of the Agreement, no party to this Agreement shall be liable to the other party to this Agreement for any costs or expenses of any nature related to legal counsel, legal representation or legal action, including without limitation performance costs and expenses associated with litigation, threatened litigation and dispute resolution, court costs and costs of arbitration, discovery, experts, settlement and investigation that arise in connection with any claim, indemnification, action or demand made or sought under this Agreement by that party against the other; each party shall bear its own such costs and expenses. (l) Any loss incurred by any party to the Agreement or its Affiliates as a result of any one of more of the Licensed Services (as defined events or circumstances described immediately below shall be the responsibility and liability of the Fund and in Schedule D) the event any such Loss is incurred by BNYM or its Affiliates and other BNYM services provided for complied in Schedule D.all material respects wit Written Procedures, the Fund shall promptly reimburse BNYM upon being presented with reasonable evidence of the Loss: (i) The acceptance, processing, negotiation or crediting to an account of a fraudulent payment (such as a check, permissible cash equivalent, ACH transfer, wire transfer) for the purchase of Shares; or (ii) Multiple deposit, negotiation or other taking possession of the proceeds of a distribution, such as a deposit through a mobile checking application combined with the cashing of a payment instrument at a check cashing agency. (m) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall be liable to the Fund (or any person or entity claiming through the Fund) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s 's gross negligence, intentional misconduct, willful misfeasance, bad faith misconduct or negligence reckless disregard in the performance of its duties under this Agreement (“Standard of Care”"STANDARD OF CARE") and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of Care. (b) BNYM’s 's maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any all Losses the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory shall not exceed exceed: (i) the fees received actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four twelve (2412) months immediately prior to the last Loss Date. If BNYM has provided services for less than twenty-four ; or (24ii) months immediately prior to if the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder last Loss Date occurs during the period commencing with the Effective Date and ending on the first twenty-four anniversary of the Effective Date, the greater of the amount calculated in accordance with clause (24i) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM$500,000. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”)"EVENT BEYOND REASONABLE CONTROL") . Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTYBNYM, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 15 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, information and research furnished to BNYM by third parties and included in the BNYM System (“Securities Data”"SECURITIES DATA"), Company acknowledges that BNYM and such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. (i) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall be liable BNYM's sole and exclusive monetary liability to the Fund (or any person or entity and all persons claiming through or for the Fund) under this Agreement shall be for Loss the recovery direct money damages (i) that result from BNYM's breaches of which is the Agreement that constitute the intentional misconduct, reckless disregard, fraud or negligence in the performance of an obligation under this Agreement ("Liable Conduct"), and (ii) that are not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdiction, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareAgreement. (b) BNYM’s 's maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses all loss, cost, expense, damages and liabilities under this Agreement, the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory Agreement, shall not exceed (i) the fees received Fees actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four eighteen (2418) calendar months immediately preceding the last Loss Date; or (ii) if the last Loss Date occurs prior to the Loss completion of eighteen (18) full calendar months following the Service Effective Date. If BNYM has provided , the greater of (A) all Fees paid with respect services for less than twenty-four (24) rendered during the full calendar months immediately prior that have elapsed subsequent to the date Service Effective Date ("Elapsed Months"), or (B) the average monthly amount of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder Fees paid during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYMElapsed Months multiplied by 18. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms with one or more severely destructive forces comparable to hurricane but not meeting technical hurricane criteria), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations ordered by lawful authority; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “"Event Beyond Reasonable Control”"). Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) So long as BNYM acts in accordance with its Standard of Care, BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund (other than BNYM or its Affiliates) or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of this Agreement, IN NO EVENT SHALL EITHER PARTYexcept to the extent a provision may expressly provide for indemnification of all Loss, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORSin which case indemnification for all Loss shall be permitted, OFFICERSin no event shall BNYM, EMPLOYEESits Affiliates or any of its or their directors, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTofficers, CONTRACTemployees, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITSagents or subcontractors be liable under the Agreement under any theory of tort, FOR EXEMPLARYcontract, PUNITIVEstrict liability or other legal or equitable theory for lost profits, SPECIALfor exemplary, INCIDENTALpunitive, INDIRECT OR CONSEQUENTIAL DAMAGESspecial, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESincidental, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONindirect or consequential damages, LIMITor for any other losses which are not direct damages regardless of whether such losses or damages were or should have been foreseeable and regardless of whether any entity or person has been advised of the possibility of such losses or damages, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e)all and each of which such loss is hereby excluded by agreement of the parties. (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 18 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is basedbased is discovered or should reasonably have been discovered. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. BNYM shall be permitted to pursue recovery of amounts paid by BNYM to persons not entitled to such amounts or payments, including through all available legal remedies, and the Fund agrees to cooperate with BNYM (at BNYM's expense and request). (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties (not delegated duties, subcontracted or otherwise engaged by BNYM to perform the services hereunder on its behalf) and included in the BNYM System (“"Securities Data”"), Company the Fund acknowledges that BNYM and such third parties make makes no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Errant Securities Data (as defined below); provided, however, with respect to transaction activity communicated to BNYM by the DTCC or NSCC, BNYM will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. "Errant Securities Data" means Securities Data not being provided to it BNYM with the content and at the time which is standard for the industry or which is required for or used in the performance of any service provided for hereinin the Agreement. (i) If BNYM becomes aware of a matter that involves a signature guarantee, signature validation, or any other guarantee or certification regarding a signature, document or instrument, a fraudulent signature, document or instrument, a document or instrument that is alleged to be fraudulently procured, tendered or negotiated, any other matter involving a payment instrument, a payment or funds transfer system, or a payment clearance system, and any other matter that may give rise to a claim for recovery under applicable law or regulation or the rules of an industry utility (such as the NSCC or NACHA), BNYM will take commercially reasonable measures to investigate the facts of the matter and upon the conclusion of the investigation provide to the Fund with access to all materials and information gathered during the investigation not subject to a confidentiality obligation to third parties and thereafter, as between the Fund and BNYM, any further action on behalf of the Fund or a shareholder in connection with the matter investigated shall be the sole and exclusive responsibility of the Fund. BNYM shall cooperate reasonably to provide information in its possession at the time in any ongoing investigation conducted by the Fund into such matters. (j) BNYM shall be entitled to rely on, and engage in conduct based upon, its reasonable interpretation of "Legal Authority" (which is hereby defined to mean all laws and all regulations, rules, legal process and other acts and communications of an official nature of governmental, quasi-governmental bodies, regulatory and self-regulatory bodies) and the analysis and advice of legal counsel, including such reliance and conduct in circumstances when available Legal Authority is in conflict or does not provide unambiguous precedent or guidance. BNYM may rely and act in accordance with the analysis and advice of legal counsel that is reasoned notwithstanding the existence or availability of a differing legal analysis or advice or of different interpretations. For the avoidance of doubt, such conduct is included within the conduct described in clause (b) of Section 12(a) and the rights described in Section 12(a) apply in the event the Fund requests that BNYM engage in conduct other than in accordance with BNYM's reasonable interpretation of Legal Authority or reasoned legal analysis or legal advice and BNYM engages in such conduct. (k) In connection with any dispute or action between the parties to this Agreement , unless recovery of legal fees or expenses is expressly provided for by a particular provision: no party to this Agreement shall be liable to any other party to this Agreement for any costs or expenses of any nature related to legal counsel, legal representation or legal action, including without limitation performance costs and expenses associated with litigation, threatened litigation and dispute resolution, court costs and costs of arbitration, discovery, experts, settlement and investigation that arise in connection with any claim, indemnification right, action or demand made or sought under this Agreement; each party shall bear its own such costs and expenses. (1) Any Loss incurred by any party to the Agreement or its Affiliates or any other party, including a current or former Fund shareholder, as a result of fraud by a Shareholder or other person, including without limitation Loss incurred in connection with any one or more of the Licensed Services events or circumstances described immediately below ("Fraud Loss"), shall, as defined between BNYM and the Fund, be the responsibility and liability of the Fund, if in Schedule D) and other connection with all related purchase, repurchase and/or redemption transactions BNYM services provided for complied in Schedule D.all material respects with the Written Procedures applicable to such transactions ("Applicable Procedures"): (i) The acceptance, processing, negotiation or crediting to an account of a payment for the purchase of Shares (whether a check, permissible cash equivalent, ACH transfer, wire transfer or other permissible payment instrument or method) that is (A) subsequently determined or claimed to be fraudulent, unauthorized or otherwise invalid, (B) an electronic funds transfer that is returned, reversed, reclaimed or otherwise withdrawn, or (C) an instrument that is dishonored, rejected or returned after the Fund's hold period on new purchases expires; (ii) Multiple deposit, negotiation or other taking possession of the proceeds of a distribution, such as (A) the remote deposit of a check through a "smart phone" or other mobile check-depositing application combined with the cashing of the same check at a check cashing agency, or (B) a shareholder reporting a distribution check as lost, stolen or missing combined with a request for a replacement payment by electronic funds transfer followed by the cashing at a check cashing agency of the check reported lost, stolen or missing; or (iii) The receipt in good order and the processing of instructions, whether oral, written, electronic, sent via Internet, automated voice or by other permissible means, regarding the redemption or repurchase of shares in an account and the distribution of the proceeds of that redemption or repurchase or any other financial or maintenance transaction, including without limitation changing the bank account of record, that are subsequently claimed to have been given by someone not authorized to issue instructions for that account (including, for avoidance of doubt, instructions given by persons misrepresenting themselves as an account owner or other authorized person who accurately presents required security data elements or otherwise satisfies or complies with security and identity verification protocols); (2) To the extent BNYM does not follow the Applicable Procedures in all material respects BNYM shall be liable for that portion of the Fraud Loss not otherwise excluded by this Agreement directly arising from such conduct. In the event Fraud Loss is incurred by BNYM or its Affiliates and not excludable pursuant to the immediately preceding sentence, the Fund agrees to reimburse BNYM within a reasonable period following its receipt of a request from BNYM and reasonable evidence of the Fraud Loss. (m) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall be liable BNYM’s sole and exclusive monetary liability to the Fund (or any person or entity and all persons claiming through or for the Fund) under this Agreement shall be for Loss the recovery direct money damages (i) that result from BNYM’s intentional misconduct, reckless disregard, fraud or gross negligence in the performance of which is an obligation under this Agreement (“Liable Conduct”), and (ii) that are not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breachedAgreement. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdiction, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of Care.Confidential And Proprietary EXECUTION (b) BNYM’s maximum aggregate cumulative maximum monetary liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses all loss, cost, expense, damages, liabilities and obligations under or related to this Agreement or the services hereunder, the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory Agreement, shall not exceed (i) the fees received Fees actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four twelve (2412) calendar months immediately preceding the last Loss Date; or (ii) if the last Loss Date occurs prior to the Loss completion of twelve (12) full calendar months following the Service Effective Date. If BNYM has provided , the greater of (A) all Fees paid with respect services for less than twenty-four (24) rendered during the full calendar months immediately prior that have elapsed subsequent to the date Service Effective Date (“Elapsed Months”), or (B) the average monthly amount of Fees paid during the Elapsed Months multiplied by 12; provided, however, that such Loss, then BNYM’s Losses limitation of liability shall not exceed be applicable to any act of BNY Mellon or any BNY Mellon Affiliate involving fraud in the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months performance of this Agreement. Notwithstanding The maximum aggregate cumulative liability of BNYM as specified by this Section 11(b) is referred to herein as the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM“General Damage Cap”. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms with one or more severely destructive forces comparable to hurricane but not meeting technical hurricane criteria), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations ordered by lawful authority; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”). Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of this Agreement, IN NO EVENT SHALL EITHER PARTYexcept to the extent a provision may expressly provide for indemnification of all Loss, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORSin which case indemnification for all Loss shall be permitted, OFFICERSin no event shall BNYM, EMPLOYEESits Affiliates or any of its or their directors, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTofficers, CONTRACTemployees, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITSagents or subcontractors be liable under the Agreement under any theory of tort, FOR EXEMPLARYcontract, PUNITIVEstrict liability or other legal or equitable theory for lost profits, SPECIALfor exemplary, INCIDENTALpunitive, INDIRECT OR CONSEQUENTIAL DAMAGESspecial, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESincidental, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONindirect or consequential damages, LIMITor for any other losses which are not direct damages regardless of whether such losses or damages were or should have been foreseeable and regardless of whether any entity or person has been advised of the possibility of such losses or damages, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e)all and each of which such loss is hereby excluded by agreement of the parties. (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 18 months after such party first becomes aware, or should reasonably have become aware, of the first event events or occurrence occurrences comprising the conduct or alleged conduct upon which the claim, cause of action or dispute resolution proceeding is based.. Confidential And Proprietary EXECUTION (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. BNYM shall be permitted to pursue recovery of amounts paid by BNYM to persons not entitled to such amounts or payments, including through all available legal remedies, and the Fund agrees to cooperate with BNYM (at BNYM’s expense and request). (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties (not delegated duties, subcontracted or otherwise engaged by BNYM to perform the services hereunder on its behalf) and included in the BNYM System (“Securities Data”), Company the Fund acknowledges that BNYM and such third parties make makes no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Errant Securities Data (as defined below); provided, however, with respect to transaction activity communicated to BNYM by the DTCC or NSCC, BNYM will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. “Errant Securities Data” means Securities Data not being provided to it BNYM with the content and at the time which is standard for the industry or which is required for or used in the performance of any service provided for herein, including without limitation performance of in the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. (i) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall at all times act in good faith and with reasonable care in its performance of services under this Agreement (the “Standard of Care”). To the extent BNYM uses subcontractors pursuant to Section 17 of this Agreement, BNYM shall be liable to the Fund for each such subcontractor’s performance to the extent it does not meet the Standard of Care. With respect to BNYM’s performance of a service provided for in Section 3, BNYM shall be liable to the Fund (or any person or entity claiming through or for the Fund) for Loss any loss, cost, expense and damages, the recovery of which is not otherwise excluded by another provision of this Agreement Agreement, only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence a failure to perform in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM accordance with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and that constitutes intentional misconduct, bad faith, reckless disregard, fraud or negligence (“Liable Conduct”). For avoidance of doubt, the provision foregoing sentence does not diminish in any manner BNYM’s liability for breach of the Agreement the Fund claims to have been breachedby BNYM or its subcontractors. In the absence of a finding to the contrary by an appropriate regulator contrary, which shall include without limitation a finding that BNYM acted with intentional misconduct, bad faith, reckless disregard of its duties, fraud, or court of competent jurisdictionnegligence, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareLiable Conduct. (b) BNYM’s maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses all Loss, the recovery of which is permitted and not otherwise excluded by another provision of this Agreement and regardless (including, for avoidance of the form doubt, any amount paid pursuant to Section 6.4(b) of action or legal theory Schedule C), shall not exceed exceed: (i) the fees received actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four (24) months immediately prior to the last Loss Date. If BNYM has provided services for less than twenty-four ; or (24ii) months immediately prior to if the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder last Loss Date occurs during the period commencing with the Effective Date and ending on the first twenty-four anniversary of the Effective Date, the greater of the amount calculated in accordance with clause (24i) months of this Agreement. Notwithstanding ) (i.e., fees paid through the foregoing, BNYM’s liability shall not be capped in the event a last Loss is attributable to the intentional misconduct Date) or the willful misfeasance monthly average of BNYMfees paid through the last Loss Date multiplied by 24. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms of a nature substantially equivalent to hurricanes but not meeting other criteria necessary to receive an official hurricane name), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”)) . Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT(1) Notwithstanding any other provision of the Agreement: Confidential And Proprietary Execution Version In no event shall BNYM, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other its affiliates or any of its affiliates more than 36 months after the first event or occurrence comprising the conduct their directors, officers, employees, agents or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, information and research furnished to BNYM by third parties and included in the BNYM System (“Securities Data”), Company acknowledges that BNYM and such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not subcontractors be liable under any theory of tort, contract, strict liability or other legal or equitable theory for Loss caused by Securities Data lost profits, for exemplary, punitive, special, incidental, indirect or consequential damages, or for any other losses which are not being provided to it with the content direct damages regardless of whether such losses were or should have been foreseeable and at the time which is standard for the industry or which is required for performance regardless of whether any service provided for herein, including without limitation performance entity has been advised of the Licensed Services (as defined in Schedule D) possibility of such losses, all and each of which such loss is hereby excluded by agreement of the parties. For purposes of clarification: no other BNYM services provided for in Schedule D. (i) This Section 11 shall survive termination provision of this AgreementAgreement shall be interpreted to condition, limit, modify, nullify or otherwise prevail in whole or in part over this section 11(e)(1).

Terms Relating to Liability. (a) With respect to any breach of an obligation performed pursuant to this Agreement, BNYM shall be liable to the Fund (or any person or entity claiming through or for the Fund) for Loss loss, cost, expense and damages, the recovery of which is not otherwise excluded by another provision of this Agreement Agreement, only to the extent the Loss is caused by BNYM’s the intentional misconduct, willful misfeasancebad faith, bad faith reckless disregard or negligence in the performance of its duties under this Agreement BNYM (“Standard of CareLiable Conduct”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached). In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareLiable Conduct. (b) BNYM’s maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses all Loss, the recovery of which is permitted and not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory Agreement, shall not exceed exceed: (i) the fees received actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four twelve (2412) months immediately prior to the last Loss Date. If BNYM has provided services for less than twenty-four ; or (24ii) months immediately prior to if the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder last Loss Date occurs during the period commencing with the Effective Date and ending on the first twenty-four anniversary of the Effective Date, the greater of the amount calculated in accordance with clause (24i) months of this Agreement. Notwithstanding (i.e., fees paid through the foregoing, BNYM’s liability shall not be capped in the event a last Loss is attributable to the intentional misconduct Date) or the willful misfeasance average monthly amount of BNYMfees paid during this period multiplied by 12. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms of a nature substantially equivalent to hurricanes but not meeting other criteria necessary to receive an official hurricane name), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”)) . Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of the agreement, IN NO EVENT SHALL EITHER PARTYin no event shall BNYM, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORSits Affiliates or any of its or their directors, OFFICERSofficers, EMPLOYEESemployees, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTagents or subcontractors be liable under any theory of tort, CONTRACTcontract, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITSstrict liability or other legal or equitable theory for lost profits, FOR EXEMPLARYfor exemplary, PUNITIVEpunitive, SPECIALspecial, INCIDENTALincidental, INDIRECT OR CONSEQUENTIAL DAMAGESindirect or consequential damages, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESor for any other losses which are not direct damages regardless of whether such losses were or should have been foreseeable and regardless of whether any entity has been advised of the possibility of such losses, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIESall and each of which such loss is hereby excluded by agreement of the parties. FOR PURPOSES OF CLARIFICATIONFor purposes of clarification: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONno other provision of this Agreement shall be interpreted to condition, LIMITlimit, MODIFYmodify, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION nullify or otherwise prevail in whole or in part over this Section 11(e). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other or any of its affiliates more than 36 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based.[reserved] (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties (not delegated duties, subcontracted or otherwise engaged by BNYM to perform the services hereunder on its behalf) and included in the BNYM System (“Securities Data”), Company the Fund acknowledges that BNYM and such third parties make makes no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Errant Securities Data (as defined below); provided, however, with respect to transaction activity communicated to BNYM by the DTCC or NSCC, BNYM will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. “Errant Securities Data” means Securities Data not being provided to it BNYM with the content and at the time which is standard for the industry or which is required for or used in the performance of any service provided for herein, including without limitation performance of in the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. (i) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall be liable to the Fund (or any person or entity claiming through the Fund) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith misconduct or negligence reckless disregard in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of Care. (b) BNYM’s maximum aggregate cumulative maximum liability to the Fund Funds which are parties to this Agreement and all persons or entities claiming through the FundFunds, considered as a whole, for any all Losses the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory shall not exceed the fees received actually paid to BNYM by BNYM the Funds for services provided hereunder during the twenty-four twelve (2412) months immediately prior to the last Loss Date. If BNYM has provided services for less than twenty-four (24) months immediately the Loss Date occurs prior to the date end of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four twelve (2412) months from the date of this Agreement. Notwithstanding the foregoing, BNYM’s liability all such amounts shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYMpro rated as appropriate. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”)) . Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of the Agreement, IN NO EVENT SHALL EITHER PARTYin no event shall a party to this Agreement, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORSits affiliates or any of its or their directors, OFFICERSofficers, EMPLOYEESemployees, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTagents or subcontractors be liable under any theory of tort, CONTRACTcontract, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITSstrict liability or other legal or equitable theory for lost profits, FOR EXEMPLARYfor exemplary, PUNITIVEpunitive, SPECIALspecial, INCIDENTALincidental, INDIRECT OR CONSEQUENTIAL DAMAGESindirect or consequential damages, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESor for any other damages which are not direct damages regardless of whether such damages were or should have been foreseeable and regardless of whether any entity has been advised of the possibility of such damages, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIESall and each of which damages is hereby excluded by agreement of the parties. FOR PURPOSES OF CLARIFICATIONFor purposes of clarification: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONno other provision of this Agreement shall be interpreted to condition, LIMITlimit, MODIFYmodify, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION nullify or otherwise prevail in whole or in part over this section 11(e). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 18 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, information and research furnished to BNYM by third parties and included in the BNYM System (“Securities Data”), Company acknowledges that BNYM and such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. (i) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall at all times act in good faith and with reasonable care in its performance of services under this Agreement (the “Standard of Care”). To the extent BNYM uses subcontractors pursuant to Section 17 of this Agreement, BNYM shall be liable to the Fund for each such subcontractor’s performance Confidential And Proprietary Execution Version to the extent it does not meet the Standard of Care. With respect to BNYM’s performance of a service provided for in Section 3, BNYM shall be liable to the Fund (or any person or entity claiming through or for the Fund) for Loss any loss, cost, expense and damages, the recovery of which is not otherwise excluded by another provision of this Agreement Agreement, only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence a failure to perform in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM accordance with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and that constitutes intentional misconduct, bad faith, reckless disregard, fraud or negligence (“Liable Conduct”). For avoidance of doubt, the provision foregoing sentence does not diminish in any manner BNYM’s liability for breach of the Agreement the Fund claims to have been breachedby BNYM or its subcontractors. In the absence of a finding to the contrary by an appropriate regulator contrary, which shall include without limitation a finding that BNYM acted with intentional misconduct, bad faith, reckless disregard of its duties, fraud, or court of competent jurisdictionnegligence, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareLiable Conduct. (b) BNYM’s maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses all Loss, the recovery of which is permitted and not otherwise excluded by another provision of this Agreement and regardless (including, for avoidance of the form doubt, any amount paid pursuant to Section 6.4(b) of action or legal theory Schedule C), shall not exceed exceed: (i) the fees received actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four (24) months immediately prior to the last Loss Date. If BNYM has provided services for less than twenty-four ; or (24ii) months immediately prior to if the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder last Loss Date occurs during the period commencing with the Effective Date and ending on the first twenty-four anniversary of the Effective Date, the greater of the amount calculated in accordance with clause (24i) months of this Agreement. Notwithstanding ) (i.e., fees paid through the foregoing, BNYM’s liability shall not be capped in the event a last Loss is attributable to the intentional misconduct Date) or the willful misfeasance monthly average of BNYMfees paid through the last Loss Date multiplied by 24. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms of a nature substantially equivalent to hurricanes but not meeting other criteria necessary to receive an official hurricane name), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”)) . Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e1) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of the Agreement: In no event shall BNYM, IN NO EVENT SHALL EITHER PARTYits affiliates or any of its or their directors, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORSofficers, OFFICERSemployees, EMPLOYEESagents or subcontractors be liable under any theory of tort, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTcontract, CONTRACTstrict liability or other legal or equitable theory for lost profits, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITSfor exemplary, FOR EXEMPLARYpunitive, PUNITIVEspecial, SPECIALincidental, INCIDENTALindirect or consequential damages, INDIRECT OR CONSEQUENTIAL DAMAGESor for any other losses which are not direct damages regardless of whether such losses were or should have been Confidential And Proprietary Execution Version foreseeable and regardless of whether any entity has been advised of the possibility of such losses, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESall and each of which such loss is hereby excluded by agreement of the parties. For purposes of clarification: no other provision of this Agreement shall be interpreted to condition, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIESlimit, modify, nullify or otherwise prevail in whole or in part over this section 11(e)(1). (2) Notwithstanding any other provision of the Agreement except Section 12(a): In no event shall the Fund, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, for exemplary, punitive, special, incidental, indirect or consequential damages, or for any other losses which are not direct damages regardless of whether such losses were or should have been foreseeable and regardless of whether any entity has been advised of the possibility of such losses, all and each of which such loss is hereby excluded by agreement of the parties. FOR PURPOSES OF CLARIFICATIONFor purposes of clarification: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONno other provision of this Agreement except Section 12(a) shall be interpreted to condition, LIMITlimit, MODIFYmodify, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(enullify or otherwise prevail in whole or in part over this section 11(e)(2). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other or any of its affiliates more than 36 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based.[Reserved] (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties (not delegated duties, subcontracted or otherwise engaged by BNYM to perform the services hereunder on its behalf) and included in the BNYM System (“Securities Data”), Company the Fund acknowledges that BNYM and such third parties make makes no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule DC) and other BNYM services provided for in Schedule D.C; provided, however, with respect to transaction activity communicated to BNYM by the DTCC or NSCC, BNYM will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. (i) If BNYM becomes aware of a matter that involves a check or draft drawn by a shareholder or a check or draft issued to a shareholder (or alternate payee) that is alleged to be fraudulently endorsed, a signature guarantee, signature validation or other guarantee or certification that is alleged to be fraudulently procured or tendered, or any other matter involving a payment instrument or system that may give rise to a claim under the Uniform Commercial Code as adopted by a particular State or Territory of the United States (“UCC”) or under a signature guarantee or other program, such as the Securities Transfer Agents Medallion Program, based on whole or in part on provisions of the UCC (“UCC Program”), BNYM will take commercially reasonable measures to investigate the matter (“UCC Matter”) and if it reasonably determines at any time due to the investigation that a shareholder or the Fund possesses a valid claim under the UCC to recover any amount from a bank or other financial institution expressly subject to the UCC, BNYM will when considered commercially reasonable under the UCC take measures to file a claim on behalf of the Fund for recovery of the relevant amount with the appropriate party under the UCC or the UCC Program (“Initial Claim”). BNYM will inform the Fund if the claim is denied in whole or in part, if any recovery is made or if BNYM gets no response to the claim, and in the event of any recovery will consult with the Fund with respect to the depositing of the recovered amount in a Service Account, the crediting of a shareholder account or any other appropriate conduct, and will provide reasonable cooperation at the Fund’s cost and expense with any actions the Fund may subsequently elect to take to seek any further recovery. Absent Liable Conduct in BNYM’s processing of any underlying transaction, as Confidential And Proprietary Execution Version between the Fund and BNYM, the Fund shall be solely responsible for any amounts not recovered or not capable of being recovered in a UCC Matter, any market exposure (gain or loss) experienced by a shareholder or the Fund as a result of a UCC Matter, any fraud or similar conduct not constituting a UCC Matter or involving a forged or unauthorized drawer signature or altered instrument, and all costs and expenses of seeking any recovery in a UCC Matter other than costs associated with filing any Initial Claim. This Section 11(i) sets forth the sole responsibility of BNYM with respect to the matters addressed herein. (j) BNYM shall be entitled to rely on, and engage in conduct based upon, its reasonable interpretation of “Legal Authority” (which is hereby defined to mean all laws and all regulations, rules, legal process and other acts and communications of an official nature of governmental, quasi-governmental bodies, regulatory and self-regulatory bodies) and the analysis and advice of Fund legal counsel or external legal counsel of its own choosing, provided the external legal counsel is not a generalist and the practice area of the external legal counsel includes the subject matter of the analysis and advice, including such reliance and conduct in circumstances when available Legal Authority is in conflict or does not provide unambiguous precedent or guidance. BNYM may rely and act in accordance with the analysis and advice of such legal counsel that is reasoned notwithstanding the existence or availability of a differing legal analysis or advice or of different interpretations. For the avoidance of doubt, such conduct is included within the conduct described in clause (b) of Section 12(a) and the rights described in Section 12(a) apply in the event the Fund requests that BNYM engage in conduct other than in accordance with BNYM’s reasonable interpretation of Legal Authority or reasoned legal analysis or legal advice obtained from Fund legal counsel or external legal counsel and BNYM engages in such conduct. (k) Notwithstanding any other provision of the Agreement, no party to this Agreement shall be liable to any other party to this Agreement for any costs or expenses of any nature related to legal counsel, legal representation or legal action, including without limitation costs and expenses associated with litigation, threatened litigation and dispute resolution, court costs and costs of arbitration, discovery, experts, settlement and investigation that arise in connection with any claim, indemnification, action or demand made or sought under this Agreement between parties to this Agreement. Each party shall bear its own such costs and expenses. (l) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) With respect to BNYM’s obligations under this Agreement, BNYM shall be liable to the Fund (or any person or entity claiming through or for the Fund) for Loss loss, cost, expense and damages caused by a breach of any such obligation, the recovery of which is not otherwise excluded by another provision of this Agreement Agreement, only to the extent the Loss is caused by BNYM’s breach constitutes intentional misconduct, willful misfeasance, bad faith reckless disregard or negligence in the performance of its duties under this Agreement BNYM (“Standard of CareLiable Conduct”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached). In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareLiable Conduct. (b) BNYM’s maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses all Loss, the recovery of which is permitted and not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory Agreement, shall not exceed the fees received actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four eighteen (2418) months immediately prior to the last Loss Date. If BNYM has provided services for less than twenty-four (24To the extent any calculation under this Section 11(b) months immediately prior occurs with respect to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder a last Loss Date occurring during the first twenty-four (24) 18 months of the Term of this Agreement. Notwithstanding , fees paid under the foregoing, BNYM’s liability Prior Agreement for any portion of such 18 months not subject to this Agreement shall not be capped used in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYMcalculation. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms with wind, rain or hail forces comparable to a hurricane but not meeting technical hurricane criteria), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations ordered by lawful authority; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”). Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other or any of its affiliates more than 36 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, information and research furnished to BNYM by third parties and included in the BNYM System (“Securities Data”), Company acknowledges that BNYM and such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability invoking commercially reasonable disaster recovery or timeliness of delivery, business continuity plans and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. (i) This Section 11 shall survive termination of this Agreementfacilities when applicable.

Terms Relating to Liability. (a) BNYM shall be liable BNYM’s sole and exclusive monetary liability to the Fund (and all persons or any person or entity entities claiming through or for the Fund) under this Agreement shall be for Loss the recovery direct money damages (i) that result from BNYM’s breaches of which is the Agreement that constitute the intentional misconduct, reckless disregard, fraud or negligence in the performance of an obligation under this Agreement (“Liable Conduct”), and (ii) that are not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdiction, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareAgreement. (b) BNYM’s maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses all loss, cost, expense, damages and liabilities under this Agreement, the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory Agreement, shall not exceed (i) the fees received Fees actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four twelve (2412) calendar months immediately preceding the last Loss Date; or (ii) if the last Loss Date occurs prior to the Loss completion of twelve (12) full calendar months following the Services Effective Date. If BNYM has provided , the greater of (A) all Fees paid with respect services for less than twenty-four (24) rendered during the full calendar months immediately prior that have elapsed subsequent to the date Services Effective Date (“Elapsed Months”), or (B) the average monthly amount of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder Fees paid during the first twenty-four (24) months Elapsed Months multiplied by 12; provided, however, that such limitation of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped applicable to any act of BNY Mellon or any BNY Mellon Affiliate involving intentional misconduct, reckless disregard or fraud in the event a Loss is attributable to the intentional misconduct or the willful misfeasance performance of BNYMthis Agreement. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms with one or more severely destructive forces comparable to hurricane but not meeting technical hurricane criteria), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations ordered by lawful authority; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”). Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of this Agreement, IN NO EVENT SHALL EITHER PARTYexcept to the extent a provision may expressly provide for indemnification of all Loss, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORSin which case indemnification for all Loss shall be permitted, OFFICERSin no event shall a party to this Agreement or any of their directors, EMPLOYEESofficers, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTemployees, CONTRACTagents or subcontractors be liable under the Agreement under any theory of tort, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITScontract, FOR EXEMPLARYstrict liability or other legal or equitable theory for lost profits, PUNITIVEfor exemplary, SPECIALpunitive, INCIDENTALspecial, INDIRECT OR CONSEQUENTIAL DAMAGESincidental, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESindirect or consequential damages, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONor for any other losses which are not direct damages regardless of whether such losses or damages were or should have been foreseeable and regardless of whether any entity or person has been advised of the possibility of such losses or damages, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e)all and each of which such loss is hereby excluded by agreement of the parties. (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other or any of its affiliates more than 36 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each [Reserved.]Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect . BNYM shall be permitted to securities data, information and research furnished pursue recovery of amounts paid by BNYM to BNYM by third parties and included in the BNYM System (“Securities Data”), Company acknowledges that BNYM and persons not entitled to such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Dataamounts or payments, including its content, accuracy, completeness, availability or timeliness of deliverythrough all available legal remedies, and the Fund agrees to cooperate with BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content (at BNYM’s expense and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. (i) This Section 11 shall survive termination of this Agreementrequest).

Terms Relating to Liability. (a) BNYM shall be liable to the Fund Investment Company (or any person or entity claiming through or for the FundInvestment Company) for Loss loss, costs, expenses and damages the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is loss, cost, expense and damages are caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence in the performance faith, reckless disregard of its duties under this Agreement or obligations hereunder or negligence (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached"Negligent Conduct"). In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares Interest shall be presumed not to have been a failure of BNYM to meet its Standard of CareNegligent Conduct. (b) BNYM’s 's maximum aggregate cumulative maximum liability to the Fund Investment Company and all persons or entities claiming through the Fund, considered as a whole, Investment Company for any all Losses the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory shall not exceed the lesser of: (i) the fees received actually paid to BNYM by BNYM the Funds for services provided hereunder during the twenty-four (24) months immediately prior to the last Loss Date. If BNYM has provided services for less than twenty-four ; or (24ii) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM$4,000,000. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: natural disasters, such as floods, hurricanes, severe storms, tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “"Event Beyond Reasonable Control”)") . Upon the occurrence of an Event Beyond Reasonable Control, the affected Party party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted., including invoking disaster recovery or business continuity plans when applicable. Confidential And Proprietary Execution Version (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund Funds or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTYBNYM, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 12 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to take commercially reasonable actions to mitigate damages for which the other party may become responsible. (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties and included in the BNYM System (“"Securities Data”"), Company each Fund acknowledges that BNYM and such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule DC) and other BNYM services provided for in Schedule D.C. (i) If BNYM becomes aware of a matter that involves a check or draft drawn by an investor or a check or draft issued to an investor (or alternate payee) that is alleged to be fraudulently endorsed, a signature guarantee, signature validation or other guarantee or certification that is alleged to be fraudulently procured or tendered, or any other matter involving a payment instrument or system that may give rise to a claim under the Uniform Commercial Code as adopted by a particular State or Territory of the United States ("UCC") or under a signature guarantee or other program, such as the Securities Transfer Agents Medallion Program, based on whole or in part on provisions of the UCC ("UCC Program"), BNYM will take commercially reasonable measures to investigate the matter ("UCC Matter") and if it reasonably determines at any time due to the investigation that the investor or the Fund possesses a valid claim under the UCC to recover any amount from a bank or other financial institution expressly subject to the UCC, BNYM will when considered commercially reasonable under the UCC take measures to file a claim on behalf of the Fund for recovery of the relevant amount with the appropriate party under the UCC or the UCC Program ("Initial Claim"). BNYM will inform the Fund if the claim is denied in whole or in part, if any recovery is made or if BNYM gets no response to the claim, and in the event of any recovery will consult with the Fund with respect to the depositing of the recovered amount in a Service Account, the crediting of an investor account or any other appropriate conduct, and will provide reasonable cooperation at the Fund's cost and expense with any actions the Fund may subsequently elect to take to seek any further recovery. Absent Negligent Conduct in BNYM's processing of any underlying transaction, as between the Fund and BNYM, the Fund shall be solely responsible for any amounts not recovered or not capable of being recovered in a UCC Matter, any market exposure (gain or loss) experienced by an investor or the Fund as a result of a UCC Matter, any fraud or similar conduct not constituting a UCC Matter or involving a forged or unauthorized drawer signature or altered instrument, and all costs and expenses of seeking any recovery in a UCC Matter other than costs associated with filing any Initial Claim. This Section 11(i) sets forth the sole responsibility of BNYM with respect to the matters addressed herein. Confidential And Proprietary Execution Version (j) On any matter arising under or in connection with a service provided pursuant to this Agreement BNYM shall be entitled to rely on, and engage in conduct based upon, its good faith interpretation of words written or spoken in the English language in whatsoever form, format or media they may appear ("Communications"), its reasonable interpretation of "Legal Authority" (which is hereby defined to mean all laws and all regulations, rules, legal process and other acts and communications of governmental and quasi-governmental bodies affecting legal rights or liabilities) and the written analysis and written advice of legal counsel, including without limitation such reliance and conduct in circumstances when available Legal Authority is in conflict or does not provide unambiguous precedent or guidance. For clarification: BNYM may rely on and act in accordance with the written analysis and written advice of its legal counsel in accordance with the foregoing, so long as it is reasoned legal analysis or advice and notwithstanding the existence or availability of different written legal analysis or advice or of different interpretations. BNYM shall not be liable for any Loss directly or indirectly arising from or in connection with such reliance or conduct described in the foregoing sentences of this Section 11(j) and, for the avoidance of doubt, such conduct is included within the conduct described in clause (b) of Section 12. In the event a Fund instructs or requests that BNYM engage in conduct on any matter in a manner other than in accordance with BNYM's good faith interpretation of a Communication, reasonable interpretation of Legal Authority or reasoned legal analysis or advice, and BNYM engages in such conduct, BNYM shall not be liable for any Loss directly or indirectly arising from or in connection with such conduct (regardless of whether BNYM has the right under Section 10 or 14 to decline to engage in the conduct) and, for the avoidance of doubt, such conduct is included within the conduct described in clause (b) of Section 12. (k) In connection with any dispute or negotiation of any nature between the parties to this Agreement relating to this Agreement, each party shall bear its own costs of legal counsel and its own costs of litigation or threatened litigation, such as but not limited to court costs and costs of discovery, experts, settlement and investigation, and no party shall be liable to any other party for such costs. (l) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall be liable to the Fund Investment Company (or any person or entity claiming through the FundInvestment Company) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by by, (i) with respect to BNYM’s performance of the Services, conduct constituting intentional misconduct, willful misfeasance, bad faith reckless disregard or negligence in the performance of its duties (“Breach Conduct”), and (ii) with respect to obligations under this Agreement other than those described in clause (“Standard i), for breaches of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breachedthis Agreement. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareBreach Conduct. (b) BNYM’s maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any all Losses the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory shall not exceed exceed: (i) the fees received actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four twelve (2412) months immediately prior to the last Loss Date. If ; or (ii) if the last Loss Date occurs during the period commencing with the Effective Date and ending on the first anniversary of the Effective Date, the fees actually paid to BNYM has by the Fund for services provided services for less than twenty-four during the twelve (2412) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed last Loss Date under this Agreement and the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this applicable Prior Transfer Agency Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”)) . Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted.. C-56 Confidential And Proprietary Execution Version (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTYBNYM, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, information and research furnished to BNYM by third parties and included in the BNYM System (“Securities Data”), Company acknowledges that BNYM and such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule DC) and other BNYM services provided for in Schedule D.C. (i) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM agrees to act in good faith and with reasonable care in its performance of services under this Agreement (the “Standard of Care”). BNYM shall be liable to the Fund (or any person or entity claiming through or for the Fund) under this Agreement solely and exclusively for Loss loss, cost, expense or damages resulting from breaches of the Agreement that constitute the intentional misconduct, reckless disregard, fraud or negligence of BNYM in the performance of the Agreement (“Liable Conduct”) and the recovery of which such loss, cost, expense or damages is not otherwise excluded by another provision of this Agreement only Agreement. To the extent BNYM uses subcontractors pursuant to this Agreement, BNYM shall be liable to the Fund for each such subcontractor’s performance to the extent the Loss it is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdiction, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareLiable Conduct. (b1) Subject to Section 11(b)(2), BNYM’s maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses the recovery all loss, cost, expense and damages caused by Liable Conduct of which is BNYM not otherwise excluded by another provision of this Agreement, including amounts payable under Section 12(c): (i) shall not, with respect to Liable Conduct constituting fraud, reckless disregard or intentional misconduct (“Liable Conduct I”), exceed the fees paid or payable to BNYM by the Fund hereunder for services provided during the twenty-four (24) full calendar months immediately preceding the last Loss Date; and (ii) shall not, with respect to all Liable Conduct not constituting fraud, reckless disregard or intentional misconduct (“Liable Conduct II”), exceed the fees paid or payable to BNYM by the Fund hereunder for services provided during the twelve (12) full calendar months immediately preceding the last Loss Date. (2) In the event a maximum aggregate cumulative liability must be calculated with respect to a Fund pursuant to Section 11(b)(1) prior to the completion of twenty-four (24) full calendar months of services, in the case of Section 11(b)(1)(i), or twelve (12) full calendar months of services, in the case of Section 11(b)(1)(ii), fees paid or payable by the Fund under the Prior Agreement and regardless for the portion of the form 24 or 12 month, as applicable, calculation period that services were provided under the Prior Agreement shall be used in such calculation. (3) Notwithstanding any other provision of action or legal theory this Agreement, amounts paid due to Liable Conduct I shall reduce, by the aggregate amount of such payments, the maximum amount thereafter recoverable under Section 11(b)(1)(ii) as well as under Section 11(b)(1)(i); and, amounts paid due to Liable Conduct II shall reduce, by the aggregate amount of such payments, the maximum amount thereafter recoverable under Section 11(b)(1)(i) as well as under Section 11(b)(1)(ii), so that, for the avoidance of doubt, the maximum aggregate cumulative liability of BNYM to the Fund for Liable Conduct I and Liable Conduct II shall be determined as set forth in this Section 11(b), but the maximum aggregate cumulative liability of BNYM to the Fund for all Liable Conduct after the operation of this Section 11(b) shall not exceed the fees received paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four (24) full calendar months immediately prior to preceding the last Loss Date. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms with wind, rain or hail forces comparable to a hurricane but not meeting technical hurricane criteria), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations ordered by lawful authority; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”). Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of this Agreement, IN NO EVENT SHALL EITHER PARTYexcept to the extent a provision may expressly provide for indemnification of all Loss, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORSin which case indemnification for all Loss shall be permitted, OFFICERSin no event shall BNYM, EMPLOYEESits Affiliates or any of its or their directors, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTofficers, CONTRACTemployees, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITSagents or subcontractors be liable under the Agreement under any theory of tort, FOR EXEMPLARYcontract, PUNITIVEstrict liability or other legal or equitable theory for lost profits, SPECIALfor exemplary, INCIDENTALpunitive, INDIRECT OR CONSEQUENTIAL DAMAGESspecial, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESincidental, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONindirect or consequential damages, LIMITor for any other losses which are not direct damages regardless of whether such losses or damages were or should have been foreseeable and regardless of whether any entity or person has been advised of the possibility of such losses or damages, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e)all and each of which such loss is hereby excluded by agreement of the parties. (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates Affiliates more than 36 18 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties (not delegated duties, subcontracted or otherwise engaged by BNYM to perform the services hereunder on its behalf) and included in the BNYM System (“Securities Data”), Company the Fund acknowledges that BNYM and such third parties make makes no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Errant Securities Data (as defined below); provided, however, with respect to transaction activity communicated to BNYM by the DTCC or NSCC, BNYM will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. “Errant Securities Data” means Securities Data not being provided to it BNYM with the content and at the time which is standard for the industry or which is required for or used in the performance of any service provided for herein, including without limitation performance of in the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. (i) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall at all times act in good faith and with reasonable care in its performance of services under this Agreement (the “Standard of Care”). To the extent BNYM uses subcontractors pursuant to this Agreement, it will cause each such subcontractor to perform according to the Standard of Care. BNYM shall be liable to the Fund (or any person or entity claiming through or for the Fund) for Loss any Loss, the recovery of which is not otherwise excluded by another provision of this Agreement Agreement, only to the extent the Loss is caused by BNYM’s the intentional misconduct, willful misfeasancereckless disregard, bad faith faith, or negligence in the performance of its duties under this Agreement BNYM (“Standard of CareLiable Conduct”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached). In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareLiable Conduct. (b1) Subject to Section 11(b)(2), BNYM’s maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole: (i) for all Loss caused by Liable Conduct of BNYM constituting reckless disregard or intentional misconduct, for any Losses the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory Agreement, shall not exceed the “Special Cap”, which is hereby defined to mean: (i) the fees received actually paid to BNYM by BNYM the Fund for services provided hereunder during the twentythree (3) years immediately prior to the last Loss Date; or (ii) if the last Loss Date occurs prior to the 3-four year anniversary of the Services Effective Date, the greater of the amount calculated in accordance with clause (24i) or the average monthly fees paid or payable to such Loss Date multiplied by 36; and (ii) for all Loss caused by Liable Conduct of BNYM other than that constituting reckless disregard or intentional misconduct, the recovery of which is not otherwise excluded by another provision of this Agreement, shall not exceed the “General Cap”, which is hereby defined to mean: (i) the fees actually paid to BNYM by the Fund for services provided hereunder during the eighteen (18) months immediately prior to the last Loss Date. If BNYM has provided services for less than twenty-four ; or (24ii) months immediately if the last Loss Date occurs prior to the date 18-month anniversary of the Services Effective Date, the greater of the amount calculated in accordance with clause (i) or the average monthly fees paid or payable to such Loss Date multiplied by 18. (2) Notwithstanding any other provision of the Agreement, the amount of any Loss recovered under Section 11(b)(1)(ii) shall reduce the Special Cap by the amount of such recovery and the amount of any Loss recovered under Section 11(b)(i) in excess of an amount equal to one-half (1/2) of the Special Cap at such time shall reduce the General Cap by the amount of such recovery. For clarification: the amount of the Special Cap constitutes the maximum aggregate cumulative liability of BNYM under this Agreement for all Loss, then BNYM’s Losses shall not exceed in accordance with the fees BNYM would reasonably be expected to receive allocation between the bifurcated damage caps provided for the services provided hereunder during the first twenty-four (24) months of in this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYMSection 11(b)(2). (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms of a nature substantially equivalent to hurricanes but not meeting other criteria necessary to receive an official hurricane name), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized laborbuilding or area evacuations; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”). Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall contact the other Party as soon as reasonably practicable and shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund occurring prior to the Effective Date or for any failure to discover any such action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of the Agreement, IN NO EVENT SHALL EITHER PARTYin no event shall either party, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORStheir affiliates or any of its or their directors, OFFICERSofficers, EMPLOYEESemployees, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTagents or subcontractors be liable under any theory of tort, CONTRACTcontract, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITSstrict liability or other legal or equitable theory for lost profits, FOR EXEMPLARYfor exemplary, PUNITIVEpunitive, SPECIALspecial, INCIDENTALincidental, INDIRECT OR CONSEQUENTIAL DAMAGESindirect or consequential damages, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESor for any other damages which are not direct damages regardless of whether such damages were or should have been foreseeable and regardless of whether any entity has been advised of the possibility of such damages, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIESall and each of which damages is hereby excluded by agreement of the parties. FOR PURPOSES OF CLARIFICATIONFor purposes of clarification: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONno other provision of this Agreement shall be interpreted to condition, LIMITlimit, MODIFYmodify, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION nullify or otherwise prevail in whole or in part over this Section 11(e). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 15 months after the first event date of discovery of the claim or occurrence comprising the conduct or alleged conduct upon which the cause of action is basedaction. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties (not delegated duties, subcontracted or otherwise engaged by BNYM to perform the services hereunder on its behalf) and included in the BNYM System (“Securities Data”), Company the Fund acknowledges that BNYM and such third parties make makes no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule DC) and other BNYM services provided for in Schedule D.C; provided, however, with respect to transaction activity communicated to BNYM by the DTCC or NSCC, BNYM will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. (i) If BNYM becomes aware of a matter that involves a check or draft drawn by a shareholder or a check or draft issued to a shareholder (or alternate payee) that is alleged to be fraudulently endorsed, a signature guarantee, signature validation or other guarantee or certification that is alleged to be fraudulently procured or tendered, or any other matter involving a payment instrument or system that may give rise to a claim under the Uniform Commercial Code as adopted by a particular State or Territory of the United States (“UCC”) or under a signature guarantee or other program, such as the Securities Transfer Agents Medallion Program, based on whole or in part on provisions of the UCC (“UCC Program”), BNYM will take commercially reasonable measures within commercially reasonable periods to investigate the matter (“UCC Matter”) and if it reasonably determines at any time due to the investigation that a shareholder or the Fund possesses a valid claim under the UCC to recover any amount from a bank or other financial institution expressly subject to the UCC, BNYM will when considered commercially reasonable under the UCC take measures to file a claim on behalf of the Fund for recovery of the relevant amount with the appropriate party under the UCC or the UCC Program (“Initial Claim”). BNYM will inform the Fund if the claim is denied in whole or in part, if any recovery is made or if BNYM gets no response to the claim, and in the event of any recovery will consult with the Fund with respect to the depositing of the recovered amount in a Service Account, the crediting of a shareholder account or any other appropriate conduct, and will provide reasonable cooperation at the Fund’s cost and expense with any actions the Fund may subsequently elect to take to seek any further recovery. Absent Liable Conduct in BNYM’s processing of any underlying transaction, as between the Fund and BNYM, the Fund shall be solely responsible for any amounts not recovered or not capable of being recovered in a UCC Matter, any market exposure (gain or loss) experienced by a shareholder or the Fund as a result of a UCC Matter, any fraud or similar conduct not constituting a UCC Matter or involving a forged or unauthorized drawer signature or altered instrument, and all costs and expenses of seeking any recovery in a UCC Matter other than costs associated with filing any Initial Claim. This Section 11(i) sets forth the sole responsibility of BNYM with respect to the matters addressed herein. (j) BNYM shall be entitled to rely on, and engage in conduct based upon, its reasonable interpretation of “Legal Authority” (which is hereby defined to mean all laws and all regulations, rules, legal process and other acts and communications of an official nature of governmental, quasi-governmental bodies, regulatory and self-regulatory bodies) and the analysis and advice of legal counsel, including such reliance and conduct in circumstances when available Legal Authority is in conflict or does not provide unambiguous precedent or guidance. BNYM may rely and act in accordance with the analysis and advice of legal counsel that is reasoned notwithstanding the existence or availability of a differing legal analysis or advice or of different interpretations. For the avoidance of doubt, such conduct is included within the conduct described in clause (b) of Section 12 and the rights described in Section 12 apply in the event the Fund requests that BNYM engage in conduct other than in accordance with BNYM’s reasonable interpretation of Legal Authority or reasoned legal analysis or legal advice and BNYM engages in such conduct. (k) In connection with any dispute of any nature between the parties to this Agreement relating to this Agreement, each party shall bear its own costs and expenses of legal counsel and its own costs of litigation, threatened litigation and dispute resolution, such as but not limited to court costs and costs of arbitration, discovery, experts, settlement and investigation, and no party shall be liable to any other party for such costs and expenses. (l) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall be liable to the Fund (or any person or entity claiming through the Fund) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith misconduct or negligence reckless disregard in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdictioncontrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of Care. (b) BNYM’s maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any all Losses the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory shall not exceed exceed: (i) the fees received actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four twelve (2412) months immediately prior to the last Loss Date. If BNYM has provided services for less than twenty-four ; or (24ii) months immediately prior to if the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder last Loss Date occurs during the period commencing with the Effective Date and ending on the first twenty-four anniversary of the Effective Date, the greater of the amount calculated in accordance with clause (24i) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM$250,000. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”)) . Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTYBNYM, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e). (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 18 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect to securities data, information and research furnished to BNYM by third parties and included in the BNYM System (“Securities Data”), Company acknowledges that BNYM and such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. D. (i) This Section 11 shall survive termination of this Agreement.

Terms Relating to Liability. (a) BNYM shall be liable BNYM’s sole and exclusive monetary liability to the Fund (and all persons or any person or entity entities claiming through or for the Fund) under this Agreement shall be for Loss the recovery direct money damages (i) that result from BNYM’s breaches of which is the Agreement that constitute the intentional misconduct, reckless disregard, fraud or negligence in the performance of an obligation under this Agreement (”Liable Conduct”), and (ii) that are not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdiction, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareAgreement. (b) BNYM’s maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses all loss, cost, expense, damages and liabilities under this Agreement, the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory Agreement, shall not exceed (i) the fees received Fees actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four twelve (2412) calendar months immediately preceding the last Loss Date; or (ii) if the last Loss Date occurs prior to the Loss completion of twelve (12) full calendar months following the Services Effective Date. If BNYM has provided , the greater of (A) all Fees paid with respect services for less than twenty-four (24) rendered during the full calendar months immediately prior that have elapsed subsequent to the date Services Effective Date (”Elapsed Months”), or (B) the average monthly amount of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder Fees paid during the first twenty-four (24) months Elapsed Months multiplied by 12; provided, however, that such limitation of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped applicable to any act of BNY Mellon or any BNY Mellon Affiliate involving intentional misconduct, reckless disregard or fraud in the event a Loss is attributable to the intentional misconduct or the willful misfeasance performance of BNYMthis Agreement. (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms with one or more severely destructive forces comparable to hurricane but not meeting technical hurricane criteria), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations ordered by lawful authority; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; non-performance denial of service attacks; nonperformance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “”Event Beyond Reasonable Control”). Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of this Agreement, IN NO EVENT SHALL EITHER PARTYexcept to the extent a provision may expressly provide for indemnification of all Loss, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORSin which case indemnification for all Loss shall be permitted, OFFICERSin no event shall a party to this Agreement or any of their directors, EMPLOYEESofficers, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTemployees, CONTRACTagents or subcontractors be liable under the Agreement under any theory of tort, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITScontract, FOR EXEMPLARYstrict liability or other legal or equitable theory for lost profits, PUNITIVEfor exemplary, SPECIALpunitive, INCIDENTALspecial, INDIRECT OR CONSEQUENTIAL DAMAGESincidental, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESindirect or consequential damages, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONor for any other losses which are not direct damages regardless of whether such losses or damages were or should have been foreseeable and regardless of whether any entity or person has been advised of the possibility of such losses or damages, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e)all and each of which such loss is hereby excluded by agreement of the parties. (f) No party may assert Notwithstanding any other provision herein, BNYM shall not be liable, shall not be obligated to perform any US tax reporting and/or withholding services and shall be indemnified by the Fund for any and all Losses that relate to or arise from, the failure or inability of the Non-US Fund to reach an agreement with the IRS, in accordance with IRS Regulations, to act as a claim withholding foreign partnership or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against failure to provide to BNYM a Form W-8IMY certification evidencing the other or any of its affiliates more than 36 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action Non-US Fund is based. (g) acting as a withholding agent. Each party shall have a duty to mitigate damages for which the other party may become responsible. (h) With respect . BNYM shall be permitted to securities data, information and research furnished pursue recovery of amounts paid by BNYM to BNYM by third parties and included in the BNYM System (“Securities Data”), Company acknowledges that BNYM and persons not entitled to such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Dataamounts or payments, including its content, accuracy, completeness, availability or timeliness of deliverythrough all available legal remedies, and the Fund agrees to cooperate with BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content (at BNYM’s expense and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. (i) This Section 11 shall survive termination of this Agreementrequest).

Terms Relating to Liability. (a) BNYM shall be liable BNYM’s sole and exclusive monetary liability to the Fund (or any person or entity and all persons claiming through or for the Fund) under this Agreement shall be for Loss the recovery direct money damages (i) that result from BNYM’s breaches of which is the Agreement that constitute the willful misconduct, reckless disregard, fraud or negligence in the performance of an obligation under this Agreement (“Liable Conduct”), and (ii) that are not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdiction, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of CareAgreement. (b) BNYM’s maximum aggregate cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses all loss, cost, expense, damages and liabilities under this Agreement, the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory Agreement, shall not exceed (i) the fees received Fees actually paid to BNYM by BNYM the Fund for services provided hereunder during the twenty-four eighteen (2418) calendar months immediately preceding the last Loss Date; or (ii) if the last Loss Date occurs prior to the Loss completion of eighteen (18) full calendar months following the Services Effective Date. If BNYM has provided , the greater of (A) all Fees paid with respect services for less than twenty-four (24) rendered during the full calendar months immediately prior that have elapsed subsequent to the date Services Effective Date (“Elapsed Months”), or (B) the average monthly amount of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder Fees paid during the first twenty-four (24) months Elapsed Months multiplied by 18. The foregoing limitation of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped apply to costs, expenses, damages, liabilities or claims arising out of (i) BNYM’s own fraud, gross negligence, recklessness or willful misconduct in the event a Loss is attributable to the intentional misconduct or the willful misfeasance performance of an obligation hereunder; and (ii) BNYM’s indemnification obligations under Section 12(b). (c) Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms with one or more severely destructive forces comparable to hurricane but not meeting technical hurricane criteria), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; building or area evacuations ordered by lawful authority; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet internet, firewalls, encryption systems or security devices caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “Event Beyond Reasonable Control”). Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable. In the event an Event Beyond Reasonable Control continues for more than thirty (30) days, resulting in a performance failure during that period that would constitute a material breach but for the existence of the Event Beyond Reasonable Control, the Fund may terminate this Agreement without payment of the Early Termination Fee. (d) BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENTNotwithstanding any other provision of this Agreement, IN NO EVENT SHALL EITHER PARTYexcept to the extent a provision may expressly provide for indemnification of all Loss, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORSin which case indemnification for all Loss shall be permitted, OFFICERSin no event shall BNYM, EMPLOYEESits Affiliates or any of its or their directors, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORTofficers, CONTRACTemployees, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITSagents or subcontractors be liable under the Agreement under any theory of tort, FOR EXEMPLARYcontract, PUNITIVEstrict liability or other legal or equitable theory for lost profits, SPECIALfor exemplary, INCIDENTALpunitive, INDIRECT OR CONSEQUENTIAL DAMAGESspecial, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESincidental, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITIONindirect or consequential damages, LIMITor for any other losses which are not direct damages regardless of whether such losses or damages were or should have been foreseeable and regardless of whether any entity or person has been advised of the possibility of such losses or damages, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e)all and each of which such loss is hereby excluded by agreement of the parties. (f) No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other BNYM or any of its affiliates more than 36 24 months after the first date of discovery of the event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based, or the date that discovery should reasonably have occurred, except for any claims or causes of action related to BNYM’s fraud. (g) Each party shall have a duty to mitigate damages for which the other party may become responsible. BNYM shall be permitted to pursue recovery of amounts paid by BNYM to persons not entitled to such amounts or payments, including through all available legal remedies, and the Fund agrees to cooperate with BNYM (at BNYM’s expense and request). (h) With respect to securities data, files, reports, information and research furnished to BNYM by third parties (not delegated duties, subcontracted or otherwise engaged by BNYM to perform the services hereunder on its behalf) and included in the BNYM System (“Securities Data”), Company the Fund acknowledges that BNYM and such third parties make makes no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Errant Securities Data (as defined below); provided, however, with respect to transaction activity communicated to BNYM by the DTCC or NSCC, BNYM will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. “Errant Securities Data” means Securities Data not being provided to it BNYM with the content and at the time which is standard for the industry or which is required for or used in the performance of any service provided for herein, including without limitation performance of in the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D. (i) This Section 11 shall survive termination of this Agreement.