Common use of INSTRUCTIONS AND ADVICE Clause in Contracts

INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Funds or his or her designee for instructions or the independent accountants for the Funds, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall be entitled to rely on and may act upon reasonable advice of reputable counsel (who may be counsel for the Funds) on all matters, and shall be without liability for any action reasonably taken or omitted in good faith pursuant to such advice; provided, however, that with respect to the reliance of such reasonable advice and performance of any action or omission of any action upon such advice, the Administrator shall be required to conform to the standard of care set forth in Section 8. The Administrator and the applicable Funds shall mutually agree as to which entity will bear the cost of such advice of counsel. Subject to the standard of care set forth in Section 8, the Administrator shall not be liable, and shall be indemnified by the Funds, for any action taken or omitted by it in good faith in reliance upon any such instructions or advice or upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Fund(s). The Administrator shall provide written confirmation of receipt of such notice promptly after receipt. Pursuant to other agreements (the “Other State Street Agreements”) now or at any time in effect between a Fund (or its investment manager or investment advisor, on its behalf) and the Administrator or its affiliates (“Affiliates”) in any capacity other than as the Administrator hereunder (in such other capacities, the “Bank”), the Bank may be in possession of certain information and data relating to a Fund and/or a Portfolio that is necessary to provide the Services, including the Services described in Schedule B6. The Funds hereby acknowledge and agree that this Section 7 of the Agreement serves as its consent and instruction for itself and on behalf of each Fund/Portfolio under and pursuant to such Other State Street Agreements for the Bank to provide or otherwise make available (including via platforms such as xx.xxxxxxxxxxx.xxx) to the Administrator, Funds and Portfolios information such as net asset values and information relating to the net assets of the Funds/Portfolios, holdings and liquidity reports, market value and other information and data related to the Funds/Portfolios that is necessary to provide the Services and subject to Section 9 hereof.

INSTRUCTIONS AND ADVICE. At any time, the Sub-Administrator may apply to any officer of the Funds Advisor or the Corporation or his or her designee for instructions or the independent accountants for the FundsAdvisor or Corporation, with respect to any matter arising in connection with the services to be performed by the Sub-Administrator under this Agreement. The Sub-Administrator shall be entitled to rely on and may act upon the reasonable advice of reputable counsel (who may be counsel for the FundsAdvisor or Corporation) on all matters, and shall be without liability for any action reasonably taken or omitted in good faith pursuant to such advice; provided, however, that advice in accordance with respect to the reliance Standard of such reasonable advice and performance of any action or omission of any action upon such adviceCare. Unless otherwise agreed, the Sub-Administrator shall be required to conform to the standard of care set forth in Section 8. The Administrator and the applicable Funds shall mutually agree as to which entity will bear the cost of such advice of counsel. Subject to the standard of care set forth in Section 8, the The Sub-Administrator shall not be liable, entitled conclusively to rely and shall be indemnified by the Funds, for any action taken or omitted by it in good faith in reliance act upon any such instructions from the Advisor or advice Corporation or upon any paper or document reasonably reasonable believed by it in good faith to be genuine (a “Proper Instruction”) and to have been properly signed by the proper person or personspersons on the current list of authorized persons as provided or agreed to by the Advisor or Corporation in writing and as may be amended from time to time (each, an “Authorized Person”). The Sub-Administrator shall not be held to have notice of any change of authority of any person Authorized Person until receipt of written notice thereof from the Fund(s)Advisor or Corporation. The Sub-Administrator shall provide written confirmation of receipt of such notice promptly after receipt. Pursuant to other agreements (the “Other State Street Agreements”) now or at any time in effect between may act on a Fund (or its investment manager or investment advisor, on its behalf) and the Administrator or its affiliates (“Affiliates”) in any capacity other than as the Administrator hereunder (in such other capacities, the “Bank”), the Bank may be in possession of certain Proper Instruction if it reasonably believes that it contains sufficient information and data relating to a Fund and/or a Portfolio may refrain from acting on any Proper Instructions until such time that it has determined, in its sole discretion, that is necessary to provide the Services, including the Services described in Schedule B6has received any required clarification or authentication of Proper Instructions. The Funds hereby acknowledge Sub-Administrator may rely upon and agree that this Section 7 of the Agreement serves as its consent shall be protected in acting upon any Proper Instruction or any other instruction, notice, request, consent, certificate or other instrument or paper reasonably believed by it in good faith to be genuine and instruction for itself and to have been properly executed by or on behalf of each Fund/Portfolio under and pursuant the Advisor or Corporation. Nothing in this section shall be construed as imposing upon the Sub-Administrator any obligation to seek such Other State Street Agreements for the Bank instructions or advice, or to provide or otherwise make available (including via platforms act in accordance with such as xx.xxxxxxxxxxx.xxx) to the Administrator, Funds and Portfolios information such as net asset values and information relating to the net assets of the Funds/Portfolios, holdings and liquidity reports, market value and other information and data related to the Funds/Portfolios that is necessary to provide the Services and subject to Section 9 hereofadvice when received.

INSTRUCTIONS AND ADVICE. Each Trust shall furnish the Administrator from time to time with a notice (the “Certificate”) specifying the names and titles of all persons authorized to issue instructions to the Administrator on behalf of each Fund (“Authorized Persons”) and to sign checks and pay expenses on behalf of the Trust. Such Certificate may be relied upon by the Administrator as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt of a superseding Certificate by the Administrator from the Trust bearing a subsequent date. Notwithstanding the foregoing, Trust officers shall be considered Authorized Persons. At any time, the Administrator may apply to request instructions from any officer of the Funds or his or her designee for instructions or the independent accountants for the Funds, Authorized Person with respect to any matter arising in connection with the services Services to be performed by the Administrator under this Agreement. The Administrator shall be entitled to rely on and may act upon reasonable advice of reputable counsel (who may be counsel for the Funds) on all matters, and shall be without liability for any action reasonably taken or omitted in good faith pursuant to such advice; provided, however, that with respect to the reliance of such reasonable advice and performance of any action or omission of any action upon such advice, Each Trust authorizes the Administrator shall be required to conform to receive, act and rely upon instructions from any Authorized Person received by the standard of care set forth in Section 8Administrator which have been issued, or the Administrator reasonably believes have been issued, by an Authorized Person. The Administrator and may consult with the applicable independent accountants for the Funds shall mutually agree as to which entity will bear at the cost expense of such advice of counselthe Funds. Subject to the standard of care set forth in Section 8, the The Administrator shall not be liable, and shall be indemnified by the Fundseach Trust, for any action taken or omitted by it in good faith in reliance upon any such instructions or advice or upon any other paper or document reasonably believed by it to be genuine and to have been signed issued by the proper person or personsan Authorized Person. The Administrator Nothing in this paragraph shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Fund(s). The Administrator shall provide written confirmation of receipt of such notice promptly after receipt. Pursuant to other agreements (the “Other State Street Agreements”) now or at any time in effect between a Fund (or its investment manager or investment advisor, on its behalf) and construed as imposing upon the Administrator any obligation to seek such instructions or its affiliates (“Affiliates”) advice, or to act in any capacity other than as the Administrator hereunder (in accordance with such other capacities, the “Bank”), the Bank may be in possession of certain information and data relating to a Fund and/or a Portfolio that is necessary to provide the Services, including the Services described in Schedule B6. The Funds hereby acknowledge and agree that this Section 7 of the Agreement serves as its consent and instruction for itself and on behalf of each Fund/Portfolio under and pursuant to such Other State Street Agreements for the Bank to provide or otherwise make available (including via platforms such as xx.xxxxxxxxxxx.xxx) to the Administrator, Funds and Portfolios information such as net asset values and information relating to the net assets of the Funds/Portfolios, holdings and liquidity reports, market value and other information and data related to the Funds/Portfolios that is necessary to provide the Services and subject to Section 9 hereofadvice when received.

INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Funds or his or her designee for instructions or the independent accountants for the Funds, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall be entitled to rely on and may act upon reasonable advice of reputable counsel (who may be counsel for the Funds) on all matters, and shall be without liability for any action reasonably taken or omitted in good faith pursuant to such advice; provided, however, that with respect to the reliance of such reasonable advice and performance of any action or omission of any action upon such advice, the Administrator shall be required to conform to the standard of care set forth in Section 8. The Administrator and the applicable Funds shall mutually agree as to which entity will bear the cost of such advice of counsel. Subject to the standard of care set forth in Section 8, the Administrator shall not be liable, and shall be indemnified by the Funds, for any action taken or omitted by it in good faith in reliance upon any such instructions or advice or upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Fund(s). The Administrator shall provide written confirmation of receipt of such notice promptly after receipt. Pursuant to other agreements (the “"Other State Street Agreements”") now or at any time in effect between a Fund (or its investment manager or investment advisor, on its behalf) and the Administrator or its affiliates (“"Affiliates”") in any capacity other than as the Administrator hereunder (in such other capacities, the “"Bank”"), the Bank may be in possession of certain information and data relating to a Fund and/or a Portfolio that is necessary to provide the Services, including the Services described in Schedule B6. The Funds hereby acknowledge and agree that this Section 7 of the Agreement serves as its consent and instruction for itself and on behalf of each Fund/Portfolio under and pursuant to such Other State Street Agreements for the Bank to provide or otherwise make available (including via platforms such as xx.xxxxxxxxxxx.xxx) to the Administrator, Funds and Portfolios information such as net asset values and information relating to the net assets of the Funds/Portfolios, holdings and liquidity reports, market value and other information and data related to the Funds/Portfolios that is necessary to provide the Services and subject to Section 9 hereof.

INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Funds or his or her designee for instructions or the independent accountants for the Funds, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall be entitled to rely on and may act upon reasonable advice of reputable counsel (who may be counsel for the Funds) on all matters, and shall be without liability for any action reasonably taken or omitted in good faith pursuant to such advice; provided, however, that with respect to the reliance of such reasonable advice and performance of any action or omission of any action upon such advice, the Administrator shall be required to conform to the standard of care set forth in Section 8. The Administrator and the applicable Funds shall mutually agree as to which entity will bear the cost of such advice of counsel. Subject to the standard of care set forth in Section 8, the Administrator shall not be liable, and shall be indemnified by the Funds, for any action taken or omitted by it in good faith in reliance upon any such instructions or advice or upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Fund(s). The Administrator shall provide written confirmation of receipt of such notice promptly after receipt. Pursuant to other agreements (the “Other State Street Agreements”) now or at any time in effect between a Fund (or its investment manager or investment advisor, on its behalf) and the Administrator or its affiliates (“Affiliates”) in any capacity other than as the Administrator hereunder (in such other capacities, the “Bank”), the Bank may be in possession of certain information and data relating to a Fund and/or a Portfolio Class that is necessary to provide the Services, including the Services described in Schedule B6. The Funds hereby acknowledge and agree that this Section 7 of the Agreement serves as its consent and instruction for itself and on behalf of each Fund/Portfolio Class under and pursuant to such Other State Street Agreements for the Bank to provide or otherwise make available (including via platforms such as xx.xxxxxxxxxxx.xxx) to the Administrator, Funds and Portfolios Classes information such as net asset values and information relating to the net assets of the Funds/PortfoliosClasses, holdings and liquidity reports, market value and other information and data related to the Funds/Portfolios Classes that is necessary to provide the Services and subject to Section 9 hereof.

INSTRUCTIONS AND ADVICE. Each Trust shall furnish the Administrator from time to time with a notice (the “Certificate”) specifying the names and titles of all persons authorized to issue instructions to the Administrator on behalf of each Fund (“Authorized Persons”) and to sign checks and pay expenses on behalf of the Trust. Such Certificate may be relied upon by the Administrator as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt of a superseding Certificate by the Administrator from the Trust bearing a subsequent date. Notwithstanding the foregoing, Trust officers shall be considered Authorized Persons. At any time, the Administrator may apply to request instructions from any officer of the Funds or his or her designee for instructions or the independent accountants for the Funds, Authorized Person with respect to any matter arising in connection with the services Services to be performed by the Administrator under this Agreement. The Administrator shall be entitled to rely on and may act upon reasonable advice of reputable counsel (who may be counsel for the Funds) on all matters, and shall be without liability for any action reasonably taken or omitted in good faith pursuant to such advice; provided, however, that with respect to the reliance of such reasonable advice and performance of any action or omission of any action upon such advice, Each Trust authorizes the Administrator shall be required to conform to receive, act and rely upon instructions from any Authorized Person received by the standard of care set forth in Section 8Administrator which have been issued, or the Administrator reasonably believes have been issued, by an Authorized Person. The Administrator and may consult with the applicable independent accountants for the Funds shall mutually agree as to which entity will bear at the cost expense of such advice of counselthe Funds. Subject to the standard of care set forth in Section 8, the The Administrator shall not be liable, and shall be indemnified by the Fundseach Trust, for any action taken or omitted by it in good faith in reliance upon any such instructions or advice or upon any other paper or document reasonably believed by it to be genuine and to have been signed issued by the proper person or personsan Authorized Person. The Administrator Nothing in this paragraph shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Fund(s). The Administrator shall provide written confirmation of receipt of such notice promptly after receipt. Pursuant to other agreements (the “Other State Street Agreements”) now or at any time in effect between a Fund (or its investment manager or investment advisor, on its behalf) and construed as imposing upon the Administrator any obligation to seek such instructions or its affiliates (“Affiliates”) advice, or to act in any capacity other than as the Administrator hereunder (in accordance with such other capacities, the “Bank”), the Bank may be in possession of certain information and data relating to a Fund and/or a Portfolio that is necessary to provide the Services, including the Services described in Schedule B6advice when received. The Funds hereby acknowledge and agree that this Section 7 of the Agreement serves as its consent and instruction for itself and on behalf of each Fund/Portfolio under and pursuant to such Other State Street Agreements for the Bank to provide or otherwise make available (including via platforms such as xx.xxxxxxxxxxx.xxx) to the Administrator, Funds and Portfolios information such as net asset values and information relating to the net assets of the Funds/Portfolios, holdings and liquidity reports, market value and other information and data related to the Funds/Portfolios that is necessary to provide the Services and subject to Section 9 hereof.Information Classification: Limited Access