Common use of Standard of Care; Indemnification Clause in Contracts

Standard of Care; Indemnification. A. DST shall at all times use reasonable care, due diligence and act in good faith in performing the Services under this Agreement and, wherever applicable, shall provide the Services in accordance with Section 17A of the 1934 Act, and the rules and regulations thereunder. In the absence of bad faith, willful misconduct, knowing violations of Applicable Law pertaining to the manner in which Services are to be performed by DST (excluding any violations arising directly or indirectly out of the actions or omissions to act of third parties unaffiliated with DST or instructions given DST by an Authorized Person), reckless disregard of the performance of its duties, or negligence on its part, DST shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. For those activities or actions delineated in the Safeguard Procedures, DST shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Safeguard Procedures, including any deviation therefrom that have been approved by the Funds in advance in writing (email or facsimile permitted).

Standard of Care; Indemnification. A. DST shall at all times use reasonable care, due diligence and act in good faith in performing the Services under this Agreement and, wherever applicable, shall provide the Services in accordance with Section 17A of the 1934 Act, and the rules and regulations thereunder. In the absence of bad faith, willful misconduct, knowing violations of Applicable Law Laws pertaining to the manner in which Services are to be performed by DST (excluding any violations arising directly or indirectly out of the actions or omissions to act of third parties unaffiliated with DST or instructions given DST by an Authorized Person), reckless disregard of the performance of its duties, or negligence on its part, DST shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. For those activities or actions delineated in the Safeguard Procedures, DST shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Safeguard Procedures, including any deviation therefrom that have been approved by the Funds in advance in writing (email or facsimile permitted). From time to time, the Funds may revise Schedule F to reflect changes to Authorized Persons; any revised Schedule F shall become effective upon DST’s receipt from an Authorized Person.

Standard of Care; Indemnification. A. DST shall at all times use reasonable care, due diligence and act in good faith in performing the Services its duties under this Agreement and, wherever applicable, Agreement. DST shall provide the Services its services as Transfer Agent in accordance with Section 17A of the 1934 ActSecurities Exchange Act of 1934, and the rules and regulations thereunder. In the absence of bad faith, willful misconduct, knowing violations of Applicable Law applicable law pertaining to the manner in which Services transfer agency services are to be performed by DST (excluding any violations arising directly or indirectly out of the actions or omissions to act of third parties unaffiliated with DST or instructions given DST by an Authorized PersonDST), reckless disregard of the performance of its duties, or negligence on its part, DST shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. For those activities or actions delineated in the Safeguard Procedures, DST shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Safeguard Procedures, including copies of which have been provided to the Fund and reviewed and approved by the Fund’s counsel, as amended from time to time with approval of counsel, or for any deviation therefrom that have been approved by the Funds in advance in writing (email Fund or facsimile permitted)DST counsel.