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

Standard of Care, Limitation of Liability and Indemnification. A. SS&C, including SS&C’s employees, agents or affiliated companies to whom SS&C has subcontracted the performance of any of SS&C’s obligations under this Agreement (each an “SS&C Agent”) whether or not such SS&C Agent is known to the Fund, shall at all times use reasonable care, due diligence and act in good faith in performing its duties under this Agreement. No person or entity shall be an SS&C Agent unless SS&C shall control, or have the ability to control, such agent’s performance of SS&C’s obligations under this Agreement. SS&C shall be solely responsible for acts, errors or omissions resulting in material harm to a Fund. SS&C 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. Notwithstanding anything in this Agreement to the contrary and to the extent permitted by law, SS&C, including its employees, agents or affiliated companies to whom SS&C has subcontracted the performance of any of SS&C’s obligations under this Agreement (each, a “SS&C Associate”) shall not be liable to the Trust for any action or inaction of any SS&C Associate except to the extent of direct Losses (defined as losses, damages, costs, charges, counsel fees, payments, expenses and liabilities) finally determined by a court of competent jurisdiction to have resulted primarily from the gross negligence, willful misconduct or fraud of SS&C in the performance of SS&C’s duties or obligations under this Agreement. Under no circumstances except in connection with indemnification obligations for third party claims shall either Party be liable for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. Trust shall indemnify, defend and hold harmless SS&C Associates from and against Losses (including legal fees and costs to enforce this provision) that SS&C Associates suffer, incur, or pay as a result of any Third Party Claim , except to the extent such Losses resulted primarily from the gross negligence, willful misconduct or fraud of SS&C Associates in the performance of SS&C’s duties or obligations under this Agreement. SS&C shall indemnify, defend and hold harmless the Trust from and against Losses (including legal fees and costs to enforce this provision) that the Trust suffers, incurs, or pays as a result of any Third Party Claim arising out of or relating to the provision or utilization of any services performed under the Agreement or any portion thereof that constitutes an infringement, violation, contravention or breach of any patent, copyright, trademark, license or other intellectual property right of any third party, except to the extent such infringement is a result of or arises out of: (i) improper use of the Services or any SS&C Property by Trust or its Affiliates; (ii) modifications to the Services or SS&C Property by Trust or its Affiliates not previously authorized in writing by SS&C; (iii) Trust or its Affiliates not complying with instructions or designs required by SS&C; (iv) use of the Services or SS&C Property by Trust or its Affiliates in breach of this Agreement; or (v) the combination of the Services or SS&C Property by Trust or its Affiliates with products or systems other than those provided for use with the Services by, or authorized in writing by, SS&C. SS&C may discharge its indemnity obligation by, at its sole option and expense, (a) procuring any right to allow Trust to continue to receive the infringing part of the Services or (b) modifying, amending or replacing the infringing part of the Services with other services that deliver substantially the same capabilities; or (c) terminating the infringing part of the Services, provided that SS&C shall in such case refund any fees paid in advance with respect thereto. The maximum aggregate amount of cumulative liability of SS&C Associates to the Trust for Losses arising out of the subject matter of, or in any way related to, this Agreement, except to the extent of Losses resulting from the willful misconduct or fraud of SS&C in the performance of SS&C’s duties or obligations under this Agreement, shall not exceed the fees paid by the Trust to SS&C under this Agreement for the most recent 24 months immediately preceding the date of the event giving rise to the Claim.

Standard of Care, Limitation of Liability and Indemnification. A. SS&C, including SS&C’s employees, agents or affiliated companies to whom SS&C has subcontracted the performance of any of SS&C’s obligations under this Agreement (each an “SS&C Agent”) whether or not such SS&C Agent is known to the Fund, shall at all times use reasonable care, due diligence and act in good faith in performing its duties under this Agreement. No person or entity shall be an SS&C Agent unless SS&C shall control, or have the ability to control, such agent’s performance of SS&C’s obligations under this Agreement. SS&C shall be solely responsible for acts, errors or omissions resulting in material harm to a Fund. SS&C shall provide its services as Transfer Agent in accordance with Section 17A of the Securities Exchange Act of 1934, and the rules and regulations thereunder6.1. Notwithstanding anything in this Agreement to the contrary and to the extent permitted by law, SS&C, including its employees, agents or affiliated companies to whom SS&C has subcontracted the performance of any of SS&C’s obligations under this Agreement (each, a “SS&C Associate”) Associates shall not be liable to the Trust Fund for any action or inaction of any SS&C Associate except to the extent of direct Losses (defined as lossesfinally suffered, damages, costs, charges, counsel fees, payments, expenses and liabilities) finally incurred or paid by the Fund that are determined by a court of competent jurisdiction to have resulted primarily from the gross negligence, willful misconduct or fraud of SS&C or SS&C Associates in the performance of SS&C’s duties or obligations under this Agreement. Under no circumstances except in connection with indemnification obligations for third party claims shall either Party SS&C Associates be liable to the Fund for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. Trust The Fund shall indemnify, defend and hold harmless SS&C Associates from and against Losses (including legal fees and costs to enforce this provision) that SS&C Associates suffer, incur, or pay as a result of any Third Party Claim , or Claim among the Parties; except to the extent such of Losses determined by a court of competent jurisdiction to have resulted primarily from the gross negligence, willful misconduct or fraud of SS&C Associates in the performance of SS&C’s duties or obligations under this Agreement. SS&C shall indemnify, defend and hold harmless the Trust from and against Losses Any expenses (including legal fees and costs costs) incurred by SS&C Associates in defending or responding to enforce any Claims (or in enforcing this provision) that shall be paid by the Trust suffers, incurs, or pays as Fund on a result of any Third Party Claim arising out of or relating quarterly basis prior to the provision or utilization final disposition of any services performed under such matter upon receipt by the Agreement or any portion thereof Fund of an undertaking by SS&C to repay such amount if it shall be determined that constitutes an infringement, violation, contravention or breach of any patent, copyright, trademark, license or other intellectual property right of any third party, except SS&C Associate is not entitled to the extent such infringement is a result of or arises out of: (i) improper use of the Services or any SS&C Property by Trust or its Affiliates; (ii) modifications to the Services or SS&C Property by Trust or its Affiliates not previously authorized in writing by SS&C; (iii) Trust or its Affiliates not complying with instructions or designs required by SS&C; (iv) use of the Services or SS&C Property by Trust or its Affiliates in breach of this Agreement; or (v) the combination of the Services or SS&C Property by Trust or its Affiliates with products or systems other than those provided for use with the Services by, or authorized in writing by, SS&C. SS&C may discharge its indemnity obligation by, at its sole option and expense, (a) procuring any right to allow Trust to continue to receive the infringing part of the Services or (b) modifying, amending or replacing the infringing part of the Services with other services that deliver substantially the same capabilities; or (c) terminating the infringing part of the Services, provided that SS&C shall in such case refund any fees paid in advance with respect theretobe indemnified. The maximum aggregate amount of cumulative liability of SS&C Associates to the Trust Fund for Losses arising out of the subject matter of, or in any way related to, this Agreement, except to the extent of Losses resulting primarily from the willful misconduct or fraud of SS&C in the performance of SS&C’s duties or obligations under this Agreement, during the Term hereof, shall not exceed the fees paid by the Trust Fund to SS&C under this Agreement for the most recent 24 months immediately preceding the date of the event giving rise to the Claim.

Standard of Care, Limitation of Liability and Indemnification. A. SS&C, including SS&C’s employees, agents or affiliated companies to whom SS&C has subcontracted the performance of any of SS&C’s obligations under this Agreement (each an “SS&C Agent”) whether or not such SS&C Agent is known to the Fund, shall at all times use reasonable care, due diligence and act in good faith in performing its duties under this Agreement. No person or entity shall be an SS&C Agent unless SS&C shall control, or have the ability to control, such agent’s performance of SS&C’s obligations under this Agreement. SS&C shall be solely responsible for acts, errors or omissions resulting in material harm to a Fund. SS&C shall provide its services as Transfer Agent in accordance with Section 17A of the Securities Exchange Act of 1934, and the rules and regulations thereunder6.1. Notwithstanding anything in this Agreement to the contrary and to the extent permitted by lawcontrary, SS&C, including its employees, agents or affiliated companies to whom SS&C has subcontracted the performance of any of SS&C’s obligations under this Agreement (each, a “SS&C Associate”) Associates shall not be liable to the Trust Fund or Management for any action or inaction of any SS&C Associate except to the extent of direct Losses (defined as lossessuffered, damagesincurred, costs, charges, counsel fees, payments, expenses and liabilities) or paid by the Fund that are finally determined by a court of competent jurisdiction to have resulted primarily from the gross negligence, willful misconduct or fraud of SS&C or SS&C Associates in the performance of SS&C’s duties or obligations under this Agreement. Under no circumstances except in connection with indemnification obligations for third party claims shall either Party SS&C Associates be liable to the Fund or Management for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. Trust The Fund and Management shall indemnify, defend and hold harmless SS&C Associates from and against Losses (including legal fees and costs to enforce this provision) that SS&C Associates suffer, incur, or pay as a result of any Third Party Claim , or Claim among the Parties except to the extent such of direct Losses finally determined by a court of competent jurisdiction to have resulted primarily from the gross negligence, willful misconduct or fraud of SS&C Associates in the performance of SS&C’s duties or obligations under this Agreement. SS&C shall indemnify, defend and hold harmless the Trust from and against Losses Any expenses (including documented legal fees and costs costs) incurred by SS&C Associates in defending or responding to enforce any Claims (or in enforcing this provision) that shall be paid by the Trust suffers, incurs, Fund or pays as Management on a result of any Third Party Claim arising out of or relating quarterly basis prior to the provision final disposition of such matter upon receipt by the Fund or utilization Management of any services performed under the Agreement or any portion thereof an undertaking by SS&C to repay such amount if it shall be determined that constitutes an infringement, violation, contravention or breach of any patent, copyright, trademark, license or other intellectual property right of any third party, except SS&C Associate is not entitled to the extent such infringement is a result of or arises out of: (i) improper use of the Services or any SS&C Property by Trust or its Affiliates; (ii) modifications to the Services or SS&C Property by Trust or its Affiliates not previously authorized in writing by SS&C; (iii) Trust or its Affiliates not complying with instructions or designs required by SS&C; (iv) use of the Services or SS&C Property by Trust or its Affiliates in breach of this Agreement; or (v) the combination of the Services or SS&C Property by Trust or its Affiliates with products or systems other than those provided for use with the Services by, or authorized in writing by, SS&C. SS&C may discharge its indemnity obligation by, at its sole option and expense, (a) procuring any right to allow Trust to continue to receive the infringing part of the Services or (b) modifying, amending or replacing the infringing part of the Services with other services that deliver substantially the same capabilities; or (c) terminating the infringing part of the Services, provided that SS&C shall in such case refund any fees paid in advance with respect theretobe indemnified. The maximum aggregate amount of cumulative liability of SS&C Associates to the Trust Fund or Management for Losses arising out of the subject matter of, or in any way related to, this Agreement, except to the extent of Losses resulting primarily from the willful misconduct or fraud of SS&C in the performance of SS&C’s duties or obligations under this Agreement, during the Term hereof, shall not exceed the fees (but excluding any reimbursable expenses) paid by the Trust Fund to SS&C under this Agreement for the most recent 24 months immediately preceding the date of the event giving rise to the Claim, provided that if the event giving rise to the Claim takes place prior to the Fund’s payment of 24 months of fees to SS&C, the maximum aggregate amount of cumulative liability of SS&C Associates to the Fund or Management for Losses arising out of the subject matter shall not exceed the actual fees (but excluding any reimbursable expenses) paid by the Fund to SS&C under this Agreement prior to the event giving rise to the Claim multiplied by 24 and divided by the number of months that such fees were paid.