Common use of Standard of Care, Limitation of Liability and Indemnification Clause in Contracts

Standard of Care, Limitation of Liability and Indemnification. 5.01 It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, BRIL owes no fiduciary duty to the Funds. BRIL shall not be liable for any costs, expenses, damages, liabilities or claims (including reasonable attorneys’ and accountants’ fees) incurred by the Funds, except to the extent those costs, expenses, damages, liabilities or claims result from BRIL’s material breach of this Agreement or BRIL’s negligence, willful misconduct, bad faith, or reckless disregard of its obligations and duties hereunder. 5.02 BRIL shall be responsible for the performance only of such duties as are set forth in this Agreement and shall have no responsibility for the actions or activities of any other party, including other service providers, except for any subcontractor engaged by BRIL to provide services hereunder. BRIL shall have no liability for any costs, expenses, damages, liabilities or claims resulting from the performance or nonperformance of its duties hereunder except as provided in Section 5.01 above. In no event shall either party be liable to the other for special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever arising under or in connection with this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages.

Standard of Care, Limitation of Liability and Indemnification. 5.01 It 6.1 DST, including DST’s employees, agents or companies to whom DST has subcontracted the performance of any of DST’s obligations under this Agreement (each a “DST Agent”) whether or not such DST Agent is expressly understood known to the Trust, shall at all times use reasonable care, due diligence and agreed that act in exercising its rights and good faith in performing its duties under this Agreement. No person or entity shall be a DST Agent unless DST shall control, or have the ability to control, such agent’s performance of DST’s obligations hereunderunder this Agreement. DST shall be solely responsible for acts, BRIL owes no fiduciary duty errors or omissions resulting in material harm to a Trust committed by its DST Agents. DST shall provide its services as Transfer Agent in accordance with Section 17A of the Securities Exchange Act of 1934, and the rules and regulations thereunder. In the absence of bad faith, willful misconduct, knowing violations of applicable law pertaining to the Funds. BRIL manner in which 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 that are not DST Agents), reckless disregard of the performance of its duties, or negligence on its part, DST shall not be liable for any costsaction taken, expenses, damages, liabilities or claims (including reasonable attorneys’ and accountants’ fees) incurred by the Funds, except to the extent those costs, expenses, damages, liabilities or claims result from BRIL’s material breach of this Agreement or BRIL’s negligence, willful misconduct, bad faithsuffered, or reckless disregard omitted by it or for any error of its obligations and duties hereunder. 5.02 BRIL shall be responsible for judgment made by it in the performance only of such duties as are set forth in this Agreement and shall have no responsibility for the actions or activities of any other party, including other service providers, except for any subcontractor engaged by BRIL to provide services hereunder. BRIL shall have no liability for any costs, expenses, damages, liabilities or claims resulting from the performance or nonperformance of its duties hereunder except under this Agreement. For those activities or actions delineated in the Procedures (as defined in Schedule A), DST shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Procedures, copies of which have been provided in Section 5.01 above. In no event shall either party be liable to the other for specialTrusts and reviewed and approved by the Trusts’ counsel, indirectas amended from time to time with approval of counsel, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever arising under or in connection with this Agreement or for any such damages arising out of any act deviation therefrom approved by the Trusts or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damagesDST counsel.

Standard of Care, Limitation of Liability and Indemnification. 5.01 It is expressly understood The Administrator shall, at all times, act in good faith and agreed that exercise reasonable care in exercising its rights and performing its obligations hereunder, BRIL owes no fiduciary duty to the FundsServices. BRIL shall not be liable for any costs, expenses, damages, liabilities or claims (including reasonable attorneys’ and accountants’ fees) incurred by the Funds, except to the extent those costs, expenses, damages, liabilities or claims result from BRIL’s material breach of this Agreement or BRIL’s negligence, willful misconduct, bad faith, or reckless disregard of its obligations and duties hereunder. 5.02 BRIL The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement the Services and shall have no responsibility for the actions or activities of any other party, including other service providers. Notwithstanding the foregoing sentence, except the Administrator shall be fully responsible for the acts and omissions of such Delegates as Administrator is for its own acts and omissions. The Administrator shall be entitled to obtain, receive, rely on and act upon the advice of counsel for the Trust on all matters. The Administrator shall be without liability for any subcontractor engaged action reasonably taken or omitted in good faith in accordance with the advice of counsel for the Trust. For the avoidance of doubt, it is hereby specifically understood and agreed that nothing in this section shall be construed as imposing upon the Administrator any obligation to seek such advice of counsel for the Trust. The Administrator shall have no liability in respect of any loss, damage or expense suffered by BRIL the Trust insofar as such loss, damage or expense arises from the performance of the Administrator's duties hereunder in good faith reliance upon records that were maintained for the Trust by entities other than the Administrator prior to provide services hereunderthe Administrator's appointment as administrator for the Trust. BRIL The Administrator shall have no liability for any costs, expenses, damages, liabilities error of judgment or claims mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except as provided in Section 5.01 aboveto the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Administrator, its directors, officers, employees or Delegates (the "Responsible Parties"). In no event Neither party shall either party be liable to the other party for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever arising (including, without limitation, attorneys' fees) under or in connection with any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating to the Trust's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator's liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control or, on an industry standard basis, its anticipation. The Trust shall indemnify and hold the Administrator and its directors, officers, employees and Delegates harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel (collectively "Losses"), incurred by the Administrator resulting from any claim, demand, action or suit (collectively "Claims") in connection with any action or omission by the Administrator in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons or upon reasonable reliance on information or records given or made by the Trust or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Responsible Parties in cases of its or their own negligence, bad faith or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Standard of Care, Limitation of Liability and Indemnification. 5.01 It 6.1 DST, including DST’s employees, agents or affiliated companies to whom DST has subcontracted the performance of any of DST’s obligations under this Agreement (each a “DST Agent”) whether or not such DST Agent is expressly understood known to the Fund, shall at all times use reasonable care, due diligence and agreed that act in exercising its rights and good faith in performing its duties under this Agreement. No person or entity shall be a DST Agent unless DST shall control, or have the ability to control, such agent’s performance of DST’s obligations hereunderunder this Agreement. DST shall be solely responsible for acts, BRIL owes no fiduciary duty errors or omissions resulting in material harm to a Fund committed by its DST Agents. DST shall provide its services as Transfer Agent in accordance with Section 17A of the Securities Exchange Act of 1934, and the rules and regulations thereunder. In the absence of bad faith, willful misconduct, knowing violations of applicable law pertaining to the Funds. BRIL manner in which 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), reckless disregard of the performance of its duties, or negligence on its part, DST shall not be liable for any costsaction taken, expenses, damages, liabilities or claims (including reasonable attorneys’ and accountants’ fees) incurred by the Funds, except to the extent those costs, expenses, damages, liabilities or claims result from BRIL’s material breach of this Agreement or BRIL’s negligence, willful misconduct, bad faithsuffered, or reckless disregard omitted by it or for any error of its obligations and duties hereunder. 5.02 BRIL shall be responsible for judgment made by it in the performance only of such duties as are set forth in this Agreement and shall have no responsibility for the actions or activities of any other party, including other service providers, except for any subcontractor engaged by BRIL to provide services hereunder. BRIL shall have no liability for any costs, expenses, damages, liabilities or claims resulting from the performance or nonperformance of its duties hereunder except under this Agreement. For those activities or actions delineated in the Procedures (as defined in Schedule A), DST shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Procedures, copies of which have been provided in Section 5.01 above. In no event shall either party be liable to the other for specialFund and reviewed and approved by the Fund's counsel, indirectas amended from time to time with approval of counsel, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever arising under or in connection with this Agreement or for any such damages arising out of any act deviation therefrom approved by the Fund or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damagesDST counsel.