Common use of Directions and Communications Clause in Contracts

Directions and Communications. 9.1 All Directions shall be given in one of the methods authorized by Section 7.6 below and shall be given by an Authorised Person. 9.2 The Client shall, from time to time, provide to the Custodian with a certificate confirming the identity of all Authorised Persons. The Client shall keep the Custodian informed as to any changes in the Authorised Persons and the Custodian shall be entitled to rely upon the identification of such persons as specified in each such certificate as the persons entitled to act on behalf of the Client for the purposes of this agreement until a later certificate is delivered to the Custodian. 9.3 Without limiting clause 7.2, in the case of Directions sent by email or over the internet, the parties acknowledge that it may not be possible for such Directions to be executed; however, the Custodian shall nevertheless be protected in relying on such Directions as if they were written Directions from the Client executed by an Authorised Person. The Custodian shall be entitled, without further inquiry or investigation, to assume that such Directions have been duly and properly issued by the Client, and that the sender(s) is/are duly authorized to act, and to provide Directions, on behalf of the Client. 9.4 Without limitation, the Custodian shall: (a) be fully protected in acting upon any Direction believed by it to be genuine, acting in good faith, and presented by an Authorised Person and be under no duty to make any investigation or inquiry as to any statement contained in any such Direction but may accept such statement as conclusive evidence of the truth and accuracy of such statement. 9.5 The Custodian shall act in accordance with Directions given by an Authorised Person in accordance with this clause 7, and shall be fully protected and absolved from any liability arising therefrom provided that the Custodian has implemented such Directions in accordance with the standard of care. Further, notwithstanding anything else in this agreement, the Custodian shall not be required to comply with Directions to settle the purchase of any Securities on behalf of the Client unless there is sufficient cash in the Bank Account at the time, nor shall the Custodian be required to comply with Directions to settle the sale of any securities on behalf of the Client unless such securities are in deliverable form. If the Custodian is not provided with Directions when required hereunder, then the Custodian shall be fully protected and absolved from any liability arising from the failure to act in the absence of Directions. 9.6 All communications hereunder (including, for greater certainty, Directions) must be given by one of the following methods of communication: (a) personal or courier delivery; (b) prepaid ordinary mail; or (c) email. 9.7 Communications should be addressed, as applicable, as follows: (a) in the case of the Custodian: ▇▇▇ ▇▇▇▇▇▇ Senior Trust Officer ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ And ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Office: 781-740-1004 Toll Free: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Website: "wwwalliancetrustcompany.htm"▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (b) in the case of the Client: State Funds – Enhanced Ultra Short Duration Mutual Fund 5550 painted ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ Att: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, CEO Tel: ▇-▇▇▇▇-▇▇▇-▇▇▇▇, 1-800-523-8382 or at such other address and number as the party to whom such communication is to be given shall have last notified to the party giving the same in the manner provided in this clause 7. 9.8 Any communication delivered personally shall be deemed to have been given and received on the day it is so delivered (or if that day is not a Business Day, on the next succeeding Business Day). Subject to disruptions in the postal service, any communication sent by prepaid mail shall be deemed to have been given and received on the fifth Business Day following the date of mailing. Any communications given by facsimile or email shall be deemed to have been given and received on the Business Day it is transmitted provided that such transmission was received (i) in the case of standard day- to-day Directions relating to the trading, settlement, entitlements or other transactions affecting the Property in the Account, on or before such time (Bermuda time or Nevada Time as applicable ) as agreed upon by the Custodian, from time to time, for the type of transmission to be used for the relevant transaction(s) and, if received after such agreed upon time, it shall be deemed to have been given and received on the Business Day following the day of such transmission, or (ii) in the case of non-standard Directions affecting the status of the Securities Account, including, but not limited to, notices of termination or mergers, changes of authorized signing officers or standing instructions or such other non-standard Directions as agreed upon by the parties, from time to time, on or before 12 noon. (Bermuda time for Book Entry Securities or Nevada Time for Certificated Securities), and, if received after 12 noon. (Bermuda time for Book Entry Securities or Nevada Time for Certificated Securities), it shall be deemed to have been given and received on the Business Day following the day of such transmission, provided that in each case, as above, that confirmation of transmission is available from the party giving the communication. 9.9 Nothing in this agreement shall create an obligation for the Custodian to constantly monitor its electronic communication equipment, provided that regular monitoring is performed within business hours of the Custodian where communications are sent and the Custodian will not be held liable for an omission to act from not receiving electronically transmitted communications (including, without limitation, Directions). In the event of any disagreement as to whether electronic communications (including, without limitation, Directions) have been received by the Custodian, the sender will have the onus of proving that such electronic communications have been so received. 9.10 The Client agrees and acknowledges that the internet is not a secure or confidential means of communication, and that accordingly, there are certain risks inherent in its use. The Client therefore agrees that the Custodian shall bear no responsibility or liability whatsoever for any errors and omissions, or direct, indirect or consequential losses or damages that are directly attributable to the use of the internet as a means of communication, including any losses or damages arising from viruses or worms, or the interception, tampering or breach of confidentiality of data or information transmitted which is not encrypted and authenticated. 9.11 The Client also agrees that the Custodian may rely and act upon any email instructions or Directions given by an Authorized Person believed by it to be genuine, acting in good faith, received via the internet from the Client, without the Custodian having to take any further actions of any kind to verify or otherwise ascertain the validity of such instructions or Directions, and any such instructions or Directions shall be binding on the Client on whose behalf the e-mail instructions or Directions shall have been given and that the Client shall not make any claim or take any action or proceedings against the Custodian for any losses or damages whatsoever suffered by reason of the Custodian accepting and acting upon such instructions or Directions provided that the Custodian has implemented such Directions or instructions in accordance with the Standard of Care.

Directions and Communications. 9.1 7.1 All Directions shall be given in one of the methods authorized by Section 7.6 below and shall be given by an Authorised Person. 9.2 7.2 The Client shall, from time to time, provide to the Custodian with a certificate confirming the identity of all Authorised Persons. The Client shall keep the Custodian informed as to any changes in the Authorised Persons and the Custodian shall be entitled to rely upon the identification of such persons as specified in each such certificate as the persons entitled to act on behalf of the Client for the purposes of this agreement until a later certificate is delivered to the Custodian. 9.3 7.3 Without limiting clause 7.2, in the case of Directions sent by email or over the internet, the parties acknowledge that it may not be possible for such Directions to be executed; however, the Custodian shall nevertheless be protected in relying on such Directions as if they were written Directions from the Client executed by an Authorised Person. The Custodian shall be entitled, without further inquiry or investigation, to assume that such Directions have been duly and properly issued by the Client, and that the sender(s) is/are duly authorized to act, and to provide Directions, on behalf of the Client. 9.4 7.4 Without limitation, the Custodian shall: (a) be fully protected in acting upon any Direction believed by it to be genuine, acting in good faith, and presented by an Authorised Person and be under no duty to make any investigation or inquiry as to any statement contained in any such Direction but may accept such statement as conclusive evidence of the truth and accuracy of such statement. 9.5 7.5 The Custodian shall act in accordance with Directions given by an Authorised Person in accordance with this clause 7, and shall be fully protected and absolved from any liability arising therefrom provided that the Custodian has implemented such Directions in accordance with the standard of care. Further, notwithstanding anything else in this agreement, the Custodian shall not be required to comply with Directions to settle the purchase of any Securities on behalf of the Client unless there is sufficient cash in the Bank Account at the time, nor shall the Custodian be required to comply with Directions to settle the sale of any securities on behalf of the Client unless such securities are in deliverable form. If the Custodian is not provided with Directions when required hereunder, then the Custodian shall be fully protected and absolved from any liability arising from the failure to act in the absence of Directions. 9.6 7.6 All communications hereunder (including, for greater certainty, Directions) must be given by one of the following methods of communication: (a) personal or courier delivery; (b) prepaid ordinary mail; or (c) email. 9.7 7.7 Communications should be addressed, as applicable, as follows: (a) in the case of the Custodian: Third Floor, ▇.▇▇ ▇▇▇▇▇▇ Senior Trust Officer ▇▇▇ ▇▇▇▇ . ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Building, 9 Par La Ville Rd, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ And ▇▇▇ ▇▇▇▇▇▇▇ HM11, Bermuda ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Office: 781-740-1004 Toll Free: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ with copies to ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Website: "wwwalliancetrustcompany.htm"▇▇▇.and ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (b) in the case of the Client: State Funds – Enhanced Ultra Short Duration Mutual Fund 5550 painted ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ Att: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, CEO Tel: ▇-▇▇▇▇-▇▇▇-▇▇▇▇, 1-800-523-8382 [INSERT DETAILS] or at such other address and number as the party to whom such communication is to be given shall have last notified to the party giving the same in the manner provided in this clause 7. 9.8 7.8 Any communication delivered personally shall be deemed to have been given and received on the day it is so delivered (or if that day is not a Business Day, on the next succeeding Business Day). Subject to disruptions in the postal service, any communication sent by prepaid mail shall be deemed to have been given and received on the fifth Business Day following the date of mailing. Any communications given by facsimile or email shall be deemed to have been given and received on the Business Day it is transmitted provided that such transmission was received (i) in the case of standard day- to-day Directions relating to the trading, settlement, entitlements or other transactions affecting the Property in the Account, on or before such time (Bermuda time or Nevada Time as applicable time) as agreed upon by the Custodian, from time to time, for the type of transmission to be used for the relevant transaction(s) and, if received after such agreed upon time, it shall be deemed to have been given and received on the Business Day following the day of such transmission, or (ii) in the case of non-standard Directions affecting the status of the Securities Account, including, but not limited to, notices of termination or mergers, changes of authorized signing officers or standing instructions or such other non-standard Directions as agreed upon by the parties, from time to time, on or before 12 noon. (Bermuda time for Book Entry Securities or Nevada Time for Certificated Securitiestime), and, if received after 12 noon. (Bermuda time for Book Entry Securities or Nevada Time for Certificated Securitiestime), it shall be deemed to have been given and received on the Business Day following the day of such transmission, provided that in each case, as above, that confirmation of transmission is available from the party giving the communication. 9.9 7.9 Nothing in this agreement shall create an obligation for the Custodian to constantly monitor its electronic communication equipment, provided that regular monitoring is performed within business hours of the Custodian where communications are sent and the Custodian will not be held liable for an omission to act from not receiving electronically transmitted communications (including, without limitation, Directions). In the event of any disagreement as to whether electronic communications (including, without limitation, Directions) have been received by the Custodian, the sender will have the onus of proving that such electronic communications have been so received. 9.10 7.10 The Client agrees and acknowledges that the internet is not a secure or confidential means of communication, and that accordingly, there are certain risks inherent in its use. The Client therefore agrees that the Custodian shall bear no responsibility or liability whatsoever for any errors and omissions, or direct, indirect or consequential losses or damages that are directly attributable to the use of the internet as a means of communication, including any losses or damages arising from viruses or worms, or the interception, tampering or breach of confidentiality of data or information transmitted which is not encrypted and authenticated. 9.11 7.11 The Client also agrees that the Custodian may rely and act upon any email instructions or Directions given by an Authorized Person believed by it to be genuine, acting in good faith, received via the internet from the Client, without the Custodian having to take any further actions of any kind to verify or otherwise ascertain the validity of such instructions or Directions, and any such instructions or Directions shall be binding on the Client on whose behalf the e-mail instructions or Directions shall have been given and that the Client shall not make any claim or take any action or proceedings against the Custodian for any losses or damages whatsoever suffered by reason of the Custodian accepting and acting upon such instructions or Directions provided that the Custodian has implemented such Directions or instructions in accordance with the Standard of Care.

Directions and Communications. 9.1 7.1 All Directions shall be given in one of the methods authorized by Section 7.6 below and shall be given by an Authorised Person. 9.2 7.2 The Client shall, from time to time, provide to the Custodian with a certificate confirming the identity of all Authorised Persons. The Client shall keep the Custodian informed as to any changes in the Authorised Persons and the Custodian shall be entitled to rely upon the identification of such persons as specified in each such certificate as the persons entitled to act on behalf of the Client for the purposes of this agreement until a later certificate is delivered to the Custodian. 9.3 7.3 Without limiting clause 7.2, in the case of Directions sent by email or over the internet, the parties acknowledge that it may not be possible for such Directions to be executed; however, the Custodian shall nevertheless be protected in relying on such Directions as if they were written Directions from the Client executed by an Authorised Person. The Custodian shall be entitled, without further inquiry or investigation, to assume that such Directions have been duly and properly issued by the Client, and that the sender(s) is/are duly authorized to act, and to provide Directions, on behalf of the Client. 9.4 7.4 Without limitation, the Custodian shall: (a) be fully protected in acting upon any Direction believed by it to be genuine, acting in good faith, and presented by an Authorised Person and and (b) be under no duty to make any investigation or inquiry as to any statement contained in any such Direction but may accept such statement as conclusive evidence of the truth and accuracy of such statement. 9.5 7.5 The Custodian shall act in accordance with Directions given by an Authorised Person in accordance with this clause 7, and shall be fully protected and absolved from any liability arising therefrom provided that the Custodian has implemented such Directions in accordance with the standard of care. Further, notwithstanding anything else in this agreement, the Custodian shall not be required to comply with Directions to settle the purchase of any Securities on behalf of the Client unless there is sufficient cash in the Bank Account at the time, nor shall the Custodian be required to comply with Directions to settle the sale of any securities on behalf of the Client unless such securities are in deliverable form. If the Custodian is not provided with Directions when required hereunder, then the Custodian shall be fully protected and absolved from any liability arising from the failure to act in the absence of Directions. 9.6 7.6 All communications hereunder (including, for greater certainty, Directions) must be given by one of the following methods of communication: (a) personal or courier delivery; (b) prepaid ordinary mail; or (c) email. 9.7 7.7 Communications should be addressed, as applicable, as follows: (a) in the case of the Custodian: Third Floor, ▇.▇▇ ▇▇▇▇▇▇ Senior Trust Officer ▇▇▇ ▇▇▇▇ . ▇▇▇▇▇▇▇ Building, 9 Par La Ville Rd, Hamilton HM11, Bermuda ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ And ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Office: 781-740-1004 Toll Free: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ with copies to ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Website: "wwwalliancetrustcompany.htm"▇▇▇.and ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (b) in the case of the Client: State Funds – Enhanced Ultra Short Duration Mutual Fund 5550 painted ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ Att: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, CEO Tel: ▇-▇▇▇▇-▇▇▇-▇▇▇▇, 1-800-523-8382 [INSERT DETAILS] or at such other address and number as the party to whom such communication is to be given shall have last notified to the party giving the same in the manner provided in this clause 7. 9.8 7.8 Any communication delivered personally shall be deemed to have been given and received on the day it is so delivered (or if that day is not a Business Day, on the next succeeding Business Day). Subject to disruptions in the postal service, any communication sent by prepaid mail shall be deemed to have been given and received on the fifth Business Day following the date of mailing. Any communications given by facsimile or email shall be deemed to have been given and received on the Business Day it is transmitted provided that such transmission was received (i) in the case of standard day- to-day Directions relating to the trading, settlement, entitlements or other transactions affecting the Property in the Account, on or before such time (Bermuda time or Nevada Time as applicable time) as agreed upon by the Custodian, from time to time, for the type of transmission to be used for the relevant transaction(s) and, if received after such agreed upon time, it shall be deemed to have been given and received on the Business Day following the day of such transmission, or (ii) in the case of non-standard Directions affecting the status of the Securities Account, including, but not limited to, notices of termination or mergers, changes of authorized signing officers or standing instructions or such other non-standard Directions as agreed upon by the parties, from time to time, on or before 12 noon. (Bermuda time for Book Entry Securities or Nevada Time for Certificated Securitiestime), and, if received after 12 noon. (Bermuda time for Book Entry Securities or Nevada Time for Certificated Securitiestime), it shall be deemed to have been given and received on the Business Day following the day of such transmission, provided that in each case, as above, that confirmation of transmission is available from the party giving the communication. 9.9 7.9 Nothing in this agreement shall create an obligation for the Custodian to constantly monitor its electronic communication equipment, provided that regular monitoring is performed within business hours of the Custodian where communications are sent and the Custodian will not be held liable for an omission to act from not receiving electronically transmitted communications (including, without limitation, Directions). In the event of any disagreement as to whether electronic communications (including, without limitation, Directions) have been received by the Custodian, the sender will have the onus of proving that such electronic communications have been so received. 9.10 7.10 The Client agrees and acknowledges that the internet is not a secure or confidential means of communication, and that accordingly, there are certain risks inherent in its use. The Client therefore agrees that the Custodian shall bear no responsibility or liability whatsoever for any errors and omissions, or direct, indirect or consequential losses or damages that are directly attributable to the use of the internet as a means of communication, including any losses or damages arising from viruses or worms, or the interception, tampering or breach of confidentiality of data or information transmitted which is not encrypted and authenticated. 9.11 7.11 The Client also agrees that the Custodian may rely and act upon any email instructions or Directions given by an Authorized Authorised Person believed by it to be genuine, acting in good faith, received via the internet from the Client, without the Custodian having to take any further actions of any kind to verify or otherwise ascertain the validity of such instructions or Directions, and any such instructions or Directions shall be binding on the Client on whose behalf the e-mail instructions or Directions shall have been given and that the Client shall not make any claim or take any action or proceedings against the Custodian for any losses or damages whatsoever suffered by reason of the Custodian accepting and acting upon such instructions or Directions provided that the Custodian has implemented such Directions or instructions in accordance with the Standard of Care.