Common use of INSTRUCTIONS AND ADVICE Clause in Contracts

INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Trust or his or her designee for instructions or the independent accountants for the Trust, 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 advice of the Administrator’s own counsel at its own expense on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice; provided that, the Administrator has not breached the standard of care set forth in Section 8 of the Agreement. The Administrator will cooperate with the Trust’s independent accountants and take all reasonable actions in the performance of its obligations under this Agreement to provide such information as may be reasonable requested by the Trust from time to time, to such accountants for the expression of their opinion. The Administrator shall not be liable, and shall be indemnified by the Trust, for any action taken or omitted by it in good faith and in reasonable reliance upon any such instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons; provided that, the Administrator has not breached the standard of care set forth in Section 8 of the Agreement. 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 Trust. Nothing in this section shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.

INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Trust or his or her designee for instructions or the independent accountants for the Trust, 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 advice of the Administrator’s own reputable counsel at its own expense on all matters(who may, and shall be without liability for any action reasonably taken or omitted pursuant to such advice; provided that, the Administrator has not breached the standard of care set forth in Section 8 with prior approval of the Agreement. The Administrator will cooperate with Trust, be counsel for the Trust’s independent accountants and take all reasonable actions ) on any matter arising in the performance of connection with its obligations under this Agreement to provide such information as may be reasonable requested by the Trust from time to time, to such accountants for the expression of their opinionduties hereunder. The Administrator shall not be liable, and shall be indemnified by the Trust, for any action taken or omitted by it in good faith and in reasonable accordance with such instruction. The Administrator shall not be liable for any act or omission taken or not taken 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; provided that, the Administrator has not breached the standard of care set forth in Section 8 persons unless such liability arises as a result of the Agreementnegligence, willful misconduct, fraud or reckless disregard of the Administrator, its officers or employees. The Administrator shall not be held to have notice of any change of authority of any person officers, employees or agents of the Trust until receipt of written notice thereof from the Trust. Nothing Provided the Administrator is acting in good faith and consistent with industry standards, nothing in this section shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.

INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Trust or his or her designee for instructions or the independent accountants for the Trust, 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 advice of the Administrator’s own counsel at its own expense on all matters, and shall (who may be without liability counsel for any action reasonably taken or omitted pursuant to such advice; provided that, the Administrator has not breached the standard of care set forth in Section 8 of the Agreement. The Administrator will cooperate with the Trust’s independent accountants and take all reasonable actions ) on any matter arising in the performance of connection with its obligations under this Agreement to provide such information as may be reasonable requested by the Trust from time to time, to such accountants for the expression of their opinionduties hereunder. The Administrator shall not be liable, and shall be indemnified by the Trust, for any action taken or omitted by it in good faith in accordance with such instruction. The Administrator shall not be liable, and shall be indemnified by the Trust for any act or omission taken or not taken in reasonable reliance upon any such instructions or advice or upon any paper paper, document, certificate or document instrument reasonably believed by it to be genuine and to have been signed by the proper person or persons; provided that, the Administrator has not breached the standard of care set forth in Section 8 persons unless such liability arises as a result of the Agreementnegligence, willful misconduct, fraud or reckless disregard of the Administrator, its officers or employees. The Administrator shall not be held to have notice of any change of authority of any person officers, employees or agents of the Trust until receipt of written notice thereof from the Trust. Provided the Administrator is acting in good faith and consistent with the standard of care described in this Agreement. Nothing in this section shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.. Information Classification: Limited Access

INSTRUCTIONS AND ADVICE. At any time, the Sub-Administrator may apply to any officer of the Trust Administrator or the Fund or his or her designee for instructions or the independent accountants for the TrustAdministrator or Fund, and may, with prior approval of the Administrator, consult legal counsel for the Administrator or the Fund, 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 advice of counsel for the Administrator’s own counsel at its own expense Administrator on all matters, and shall be without liability for any action reasonably taken in good faith or omitted pursuant to advice of such advice; counsel or accountants, provided thatthat this limitation of liability shall not apply to actions or omissions of the Sub-Administrator in cases of its own gross negligence, bad faith, fraud or willful misconduct. Other than with respect to the fraud or willful misconduct of the Sub-Administrator, its officers or employees, the Administrator has not breached the standard of care set forth in Section 8 of the Agreement. The Administrator will cooperate with the Trust’s independent accountants and take all reasonable actions in the performance of its obligations under this Agreement to provide such information as may be reasonable requested by the Trust from time to time, to such accountants for the expression of their opinion. The Sub-Administrator shall not be liable, and shall be indemnified by the Trust, liable for any action taken or omitted by it in good faith and in reasonable reliance upon any such instructions or advice or upon any paper certificate or document believed by instrument which it reasonably believes to be genuine and to have been signed by the proper person or persons; provided that, the Administrator has not breached the standard of care set forth in Section 8 of the Agreement. The Sub-Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the TrustAdministrator or the Fund. Nothing in this section shall be construed as imposing upon the Sub-Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.

INSTRUCTIONS AND ADVICE. The Administrator shall be entitled to consult with counsel (who may be counsel for the Trust) on all matters and the Administrator shall be entitled to rely on and may act upon reasonable advice of such. The Administrator shall be without liability for any action reasonably taken or omitted by it in good faith in accordance with its Standard of Care pursuant to such reasonable advice. At any time, the Administrator may apply to any officer of the Trust or his or her designee for instructions Trust, or the independent accountants for the Trust, for instructions or advice 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 advice of the Administrator’s own counsel at its own expense on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice; provided that, the Administrator has not breached the standard of care set forth in Section 8 of the Agreement. The Administrator will cooperate with the Trust’s independent accountants and take all reasonable actions in the performance of its obligations under this Agreement to provide such information as may be reasonable requested by the Trust from time to time, to such accountants for the expression of their opinion. The Administrator shall not be liable, liable and shall be indemnified by the Trust, Trust for any action taken or omitted by it in good faith and in reasonable accordance with its Standard of Care 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 duly authorized by the Trust and, in the event such instructions or advice are contained in any paper or document, reasonably believed by it to have been signed by the proper person or persons; provided that, the Administrator has not breached the standard of care set forth in Section 8 of the Agreementpersons (“Proper Instructions”). 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 TrustFund(s). Nothing in this section shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.

INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Trust or his or her designee for instructions and may consult with its own legal counsel or outside counsel for the Trust or the independent accountants for the Trust, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The For the avoidance of doubt, in the event the Administrator applies to outside counsel for the Trust for consultation, such consultation shall not be considered to be, and shall not be relied upon as, legal advice or guidance, unless otherwise expressly authorized by the Trust and its counsel. Notwithstanding the foregoing, the Administrator shall be entitled to reasonably rely on and may act upon advice of the Administrator’s own counsel at its own expense counsel, or information provided to it by outside counsel to the Trust on behalf of the Trust, on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice; provided that, the Administrator has not breached the standard of care set forth in Section 8 of the Agreement. The Administrator will cooperate with the Trust’s independent accountants and take all reasonable actions in the performance of its obligations under this Agreement to provide such information as may be reasonable requested by the Trust from time to time, to such accountants for the expression of their opinion. The Administrator shall not be liable, and shall be indemnified by the Trust, for any action reasonably taken or omitted by it in good faith and without negligence, willful misconduct or fraud in reasonable reliance upon any such instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons; provided that, the Administrator has not breached the standard of care set forth in Section 8 of the Agreement. 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 TrustFund(s). Nothing in this section shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.

INSTRUCTIONS AND ADVICE. At any time, the Administrator may apply to any officer of the Trust or his or her designee for instructions or the independent accountants for the Trust, 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 advice of the Administrator’s own reputable counsel at its own expense on all matters(who may, and shall be without liability for any action reasonably taken or omitted pursuant to such advice; provided that, the Administrator has not breached the standard of care set forth in Section 8 with prior approval of the Agreement. The Administrator will cooperate with Trust, be counsel for the Trust’s independent accountants and take all reasonable actions ) on any matter arising in the performance of connection with its obligations under this Agreement to provide such information as may be reasonable requested by the Trust from time to time, to such accountants for the expression of their opinionduties hereunder. The Administrator shall not be liable, and shall be indemnified by the Trust, for any action taken or omitted by it in good faith and in reasonable accordance with such instruction. The Administrator shall not be liable for any act or omission taken or not taken in reliance upon any such instructions or advice or upon any paper or document document, certificate or instrument reasonably believed by it to be genuine and to have been signed by the proper person or persons; provided that, the Administrator has not breached the standard of care set forth in Section 8 persons unless such liability arises as a result of the Agreementnegligence, willful misconduct, fraud or reckless disregard of the Administrator, its officers or employees. The Administrator shall not be held to have notice of any change of authority of any person officers, employees or agents of the Trust until receipt of written notice thereof from the Trust. Nothing Provided the Administrator is acting in good faith and consistent with industry standards, nothing in this section shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.