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

Standard of Care; Indemnification; Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement and shall be liable for any error of judgment or mistake of law or for any losses, claims, demands, liabilities, damages and expenses (including the reasonable costs of investigating or defending any alleged losses, claims, demands, liabilities, damages or expenses and any reasonable counsel fees incurred in connection therewith) (collectively, “Losses”) suffered by the Trust and the Funds in connection with matters to which this Agreement relates arising out of or relating to USBFS’ refusal or failure to comply (except where such compliance would have resulted in violation of any law or regulation) with the terms of this Agreement or from USBFS’ bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. USBFS shall not be liable for any Losses suffered by the Trust in connection with matters to which this Agreement relates, including Losses resulting from (i) mechanical breakdowns or the failure of communication or power supplies beyond USBFS’ control, absent its violation of the standard of care set forth in this Section 4.A and (ii) any written or oral instructions provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees.

Standard of Care; Indemnification; Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement and shall be liable for any error of judgment or mistake of law or for any losses, claims, demands, liabilities, damages and expenses (including the reasonable costs of investigating or defending any alleged losses, claims, demands, liabilities, damages and expenses (including the reasonable costs of investigating or defending any alleged losses, claims, demands, liabilities, damages or expenses and any reasonable counsel fees incurred in connection therewith) (collectively, “Losses”) suffered by the Trust and the Funds in connection with matters to which this Agreement relates arising out of or relating to USBFS’ refusal or failure to comply (except where such compliance would have resulted in violation of any law or regulation) with the terms of this Agreement or from USBFS’ bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. USBFS shall not be liable for any Losses suffered by the Trust in connection with matters to which this Agreement relates, including Losses resulting from (i) mechanical breakdowns or the failure of communication or power supplies beyond USBFS’ control, absent its violation of the standard of care set forth in this Section 4.A and (ii) any written or oral instructions provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees.