Common use of INSTRUCTIONS AND ADVICE Clause in Contracts

INSTRUCTIONS AND ADVICE. At any time, the Sub-Administrator may apply to any officer of the Advisor or the Corporation or his or her designee for instructions or the independent accountants for the Advisor 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 Advisor or Corporation) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice in accordance with the Standard of Care. Unless otherwise agreed, the Sub-Administrator shall bear the cost of such advice of counsel. The Sub-Administrator shall be entitled conclusively to rely and act upon any such instructions from the Advisor or Corporation or upon any paper or document reasonable believed by it in good faith to be genuine (a “Proper Instruction”) and to have been properly signed by the person or persons 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 Authorized Person until receipt of written notice thereof from the Advisor or Corporation. The Sub-Administrator may act on a Proper Instruction if it reasonably believes that it contains sufficient information and may refrain from acting on any Proper Instructions until such time that it has determined, in its sole discretion, that is has received any required clarification or authentication of Proper Instructions. The Sub-Administrator may rely upon and 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 to have been properly executed by or on behalf of the Advisor or Corporation. 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. At any time, the Sub-Administrator may apply to any officer of the Advisor or the Corporation Funds or his or her designee for instructions or the independent accountants for the Advisor or CorporationFunds, 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 Advisor or CorporationFunds) 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 in accordance with the Standard and performance of Care. Unless otherwise agreedany action or omission of any action upon such advice, 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. The Sub-Subject to the standard of care set forth in Section 8, the Administrator shall not be entitled conclusively to rely liable, and act shall be indemnified by the Funds, for any action taken or omitted by it in good faith in reliance upon any such instructions from the Advisor or Corporation advice or upon any paper or document reasonable reasonably believed by it in good faith to be genuine (a “Proper Instruction”) and to have been properly signed by the proper person or persons 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”)persons. The Sub-Administrator shall not be held to have notice of any change of authority of any Authorized Person person until receipt of written notice thereof from the Advisor or CorporationFund(s). 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 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 act on a Proper Instruction if it reasonably believes that it contains sufficient be in possession of certain information and may refrain from acting on any Proper Instructions until such time that it has determined, in its sole discretion, data relating to a Fund and/or a Portfolio that is has received any required clarification or authentication of Proper Instructionsnecessary to provide the Services, including the Services described in Schedule B6. The Sub-Administrator may rely upon Funds hereby acknowledge and 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 agree that this Section 7 of the Agreement serves as its consent and to have been properly executed by or instruction for itself and on behalf of each Fund/Portfolio under and pursuant to such Other State Street Agreements for the Advisor Bank to provide or Corporation. Nothing in this section shall be construed otherwise make available (including via platforms such as imposing upon ▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) to the Sub-Administrator any obligation Administrator, Funds and Portfolios information such as net asset values and information relating to seek such instructions or advicethe net assets of the Funds/Portfolios, or holdings and liquidity reports, market value and other information and data related to act in accordance with such advice when receivedthe Funds/Portfolios 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 Sub-Administrator may apply to request instructions from any officer of the Advisor or the Corporation or his or her designee for instructions or the independent accountants for the Advisor or Corporation, Authorized Person with respect to any matter arising in connection with the services Services to be performed by the Sub-Administrator under this Agreement. Each Trust authorizes the Administrator to receive, act and rely upon instructions from any Authorized Person received by the Administrator which have been issued, or the Administrator reasonably believes have been issued, by an Authorized Person. The Sub-Administrator may consult with the independent accountants for the Funds at the expense of the Funds. The Administrator shall not be entitled to rely on and may act upon the reasonable advice of reputable counsel (who may be counsel for the Advisor or Corporation) on all mattersliable, and shall be without liability indemnified by each Trust, for any action reasonably taken or omitted pursuant to such advice in accordance with the Standard of Care. Unless otherwise agreed, the Sub-Administrator shall bear the cost of such advice of counsel. The Sub-Administrator shall be entitled conclusively to rely and act upon any such instructions from the Advisor or Corporation or upon any paper or document reasonable believed by it in good faith to be genuine (a “Proper Instruction”) and to have been properly signed by the person or persons 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 Authorized Person until receipt of written notice thereof from the Advisor or Corporation. The Sub-Administrator may act on a Proper Instruction if it reasonably believes that it contains sufficient information and may refrain from acting on any Proper Instructions until such time that it has determined, in its sole discretion, that is has received any required clarification or authentication of Proper Instructions. The Sub-Administrator may rely upon and shall be protected in acting reliance upon any Proper Instruction instructions or any other instruction, notice, request, consent, certificate paper or other instrument or paper document reasonably believed by it in good faith to be genuine and to have been properly executed issued by or on behalf of the Advisor or Corporationan Authorized Person. Nothing in this section paragraph 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. At a. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Trust shall deliver to the Administrator, duly certified by the Secretary or Assistant Secretary of the Trust, a certificate setting forth the names, titles, signatures and scope of authority of all persons authorized to give instructions or any timeother notice, request, direction, certificate or instrument on behalf of the Trust (an “Authorized Person”). Such certificate may be accepted and 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 by the Administrator of notice to the contrary. If the Administrator is in doubt as to any action it should or should not take, the Sub-Administrator may apply to any officer of the Advisor request directions or the Corporation or his or her designee for instructions or the independent accountants for the Advisor or Corporation, with respect to any matter arising in connection with the services to be performed by the Sub-Administrator under this Agreement. advice from an Authorized Person. b. The Sub-Administrator shall be entitled to rely on and may act upon the reasonable advice of reputable external counsel (who may be counsel for a Trust) who is reasonably selected by the Advisor or Corporation) on all mattersAdministrator with respect to the legality of any matter, and shall not be without liability liable and shall be indemnified by each Trust for any action reasonably taken or reasonably omitted pursuant to such advice in accordance with the Standard of Care. Unless otherwise agreed, the Sub-Administrator shall bear the cost of such advice of counsel. The Sub-Administrator shall be entitled conclusively to rely (i) counsel for the Fund or (ii) such other external counsel retained and act upon any such instructions from the Advisor or Corporation or upon any paper or document reasonable believed by it in good faith to be genuine (a “Proper Instruction”) and to have been properly signed paid for by the person or persons on the current list of authorized persons as provided or Administrator and agreed to by the Advisor Fund, provided such action or Corporation omission in writing and as may be amended from time to time (each, an “Authorized Person”). reliance on such advice is taken in good faith. c. The Sub-Administrator shall not be held to have notice of any change of authority of any Authorized Person until receipt of written notice thereof from the Advisor or Corporation. The Sub-Administrator may act on a Proper Instruction if it reasonably believes that it contains sufficient information and may refrain from acting on any Proper Instructions until such time that it has determined, in its sole discretion, that is has received any required clarification or authentication of Proper Instructions. The Sub-Administrator may rely upon and 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 to have been properly executed by or on behalf of the Advisor or CorporationTrust. 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. At any time, the Sub-Administrator may apply to any officer of the Advisor or the Corporation Funds or his or her designee for instructions or the independent accountants for the Advisor or CorporationFunds, 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 Advisor or CorporationFunds) 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 in accordance with the Standard and performance of Care. Unless otherwise agreedany action or omission of any action upon such advice, 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. The Sub-Subject to the standard of care set forth in Section 8, the Administrator shall not be entitled conclusively to rely liable, and act shall be indemnified by the Funds, for any action taken or omitted by it in good faith in reliance upon any such instructions from the Advisor or Corporation advice or upon any paper or document reasonable reasonably believed by it in good faith to be genuine (a “Proper Instruction”) and to have been properly signed by the proper person or persons 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”)persons. The Sub-Administrator shall not be held to have notice of any change of authority of any Authorized Person person until receipt of written notice thereof from the Advisor or CorporationFund(s). 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 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 act on a Proper Instruction if it reasonably believes that it contains sufficient be in possession of certain information and may refrain from acting on any Proper Instructions until such time that it has determined, in its sole discretion, data relating to a Fund and/or a Class that is has received any required clarification or authentication of Proper Instructionsnecessary to provide the Services, including the Services described in Schedule B6. The Sub-Administrator may rely upon Funds hereby acknowledge and 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 agree that this Section 7 of the Agreement serves as its consent and to have been properly executed by or instruction for itself and on behalf of each Fund/Class under and pursuant to such Other State Street Agreements for the Advisor Bank to provide or Corporation. Nothing in this section shall be construed otherwise make available (including via platforms such as imposing upon ▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) to the Sub-Administrator any obligation Administrator, Funds and Classes information such as net asset values and information relating to seek such instructions or advicethe net assets of the Funds/Classes, or holdings and liquidity reports, market value and other information and data related to act in accordance with such advice when receivedthe Funds/Classes 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 Advisor or the Corporation Funds or his or her designee for instructions or the independent accountants for the Advisor or CorporationFunds, 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 Advisor or CorporationFunds) 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 in accordance with the Standard and performance of Care. Unless otherwise agreedany action or omission of any action upon such advice, 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. The Sub-Subject to the standard of care set forth in Section 8, the Administrator shall not be entitled conclusively to rely liable, and act shall be indemnified by the Funds, for any action taken or omitted by it in good faith in reliance upon any such instructions from the Advisor or Corporation advice or upon any paper or document reasonable reasonably believed by it in good faith to be genuine (a “Proper Instruction”) and to have been properly signed by the proper person or persons 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”)persons. The Sub-Administrator shall not be held to have notice of any change of authority of any Authorized Person person until receipt of written notice thereof from the Advisor or CorporationFund(s). 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 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 act on a Proper Instruction if it reasonably believes that it contains sufficient be in possession of certain information and may refrain from acting on any Proper Instructions until such time that it has determined, in its sole discretion, data relating to a Fund and/or a Portfolio that is has received any required clarification or authentication of Proper Instructionsnecessary to provide the Services, including the Services described in Schedule B6. The Sub-Administrator may rely upon Funds hereby acknowledge and 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 agree that this Section 7 of the Agreement serves as its consent and to have been properly executed by or instruction for itself and on behalf of each Fund/Portfolio under and pursuant to such Other State Street Agreements for the Advisor Bank to provide or Corporation. Nothing in this section shall be construed otherwise make available (including via platforms such as imposing upon ▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) to the Sub-Administrator any obligation Administrator, Funds and Portfolios information such as net asset values and information relating to seek such instructions or advicethe net assets of the Funds/Portfolios, or holdings and liquidity reports, market value and other information and data related to act in accordance with such advice when receivedthe Funds/Portfolios 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 Sub-Administrator may apply to request instructions from any officer of the Advisor or the Corporation or his or her designee for instructions or the independent accountants for the Advisor or Corporation, Authorized Person with respect to any matter arising in connection with the services Services to be performed by the Sub-Administrator under this Agreement. Each Trust authorizes the Administrator to receive, act and rely upon instructions from any Authorized Person received by the Administrator which have been issued, or the Administrator reasonably believes have been issued, by an Authorized Person. The Sub-Administrator may consult with the independent accountants for the Funds at the expense of the Funds. The Administrator shall not be entitled to rely on and may act upon the reasonable advice of reputable counsel (who may be counsel for the Advisor or Corporation) on all mattersliable, and shall be without liability indemnified by each Trust, for any action reasonably taken or omitted pursuant to such advice in accordance with the Standard of Care. Unless otherwise agreed, the Sub-Administrator shall bear the cost of such advice of counsel. The Sub-Administrator shall be entitled conclusively to rely and act upon any such instructions from the Advisor or Corporation or upon any paper or document reasonable believed by it in good faith to be genuine (a “Proper Instruction”) and to have been properly signed by the person or persons 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 Authorized Person until receipt of written notice thereof from the Advisor or Corporation. The Sub-Administrator may act on a Proper Instruction if it reasonably believes that it contains sufficient information and may refrain from acting on any Proper Instructions until such time that it has determined, in its sole discretion, that is has received any required clarification or authentication of Proper Instructions. The Sub-Administrator may rely upon and shall be protected in acting reliance upon any Proper Instruction instructions or any other instruction, notice, request, consent, certificate paper or other instrument or paper document reasonably believed by it in good faith to be genuine and to have been properly executed issued by or on behalf of the Advisor or Corporationan Authorized Person. Nothing in this section paragraph 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.. Information Classification: Limited Access