Directions from the Trustee. At any time, and from time to time, the Trustee may direct the Advisor in the exercise of the powers granted to it hereunder. All oral directions will be confirmed in writing to the Advisor by an officer of the Trustee. It shall be the duty of the Advisor to act strictly in accordance with each such direction and, except as provided in the following paragraph, the Advisor shall be under no duty to question any such direction of the Trustee. If the Advisor shall disagree with any direction by the Trustee, or should those employees of Advisor responsible for investing and administering the assets of the Account have actual knowledge of the existence of any circumstances that would be likely to render any such direction illegal or imprudent, it shall so advise the Trustee forthwith. If the Trustee thereafter determines not to rescind such direction, the Advisor shall have no liability for any loss which may result from any action taken by it in accordance with such direction. In all events, however, the Advisor shall be liable for its willful or negligent disregard of the directions of the Trustee, as well as for bad faith, and, except where acting in compliance with a direction of the Trustee as to which the Advisor has taken the action specified in this Subsection 4(c)(iv), for breach of its duties hereunder or failure to use the standards of care set forth in Subsection 4(f).
Appears in 14 contracts
Samples: Investment Advisor Agreement (American Bar Association Members / Northern Trust Collective Tr), Investment Advisor Agreement (American Bar Association Members / Northern Trust Collective Tr), Investment Advisor Agreement (American Bar Association Members / Northern Trust Collective Tr)
Directions from the Trustee. At any time, and from time to time, the Trustee may direct the Advisor in the exercise of the powers granted to it hereunder. All oral directions will be confirmed in writing to the Advisor by an officer of the Trustee. It shall be the duty of the Advisor to act strictly in accordance with each such direction and, except as provided in the following paragraph, the Advisor shall be under no duty to question any such direction of the Trustee. If the Advisor shall disagree with any direction by the Trustee, or should those employees of Advisor responsible for investing and administering the assets of the Account Subaccount have actual knowledge of the existence of any circumstances that would be likely to render any why such direction is illegal or imprudent, it shall so advise the Trustee forthwith. If the Trustee thereafter determines not to rescind such direction, the Advisor shall have no liability for any loss which may result from any action taken by it in accordance with such direction. In all events, however, the Advisor shall be liable for its willful or negligent disregard of the directions of the Trustee, as well as for bad faith, and, except where acting in compliance with a direction of the Trustee as to which the Advisor has taken the action specified in this Subsection 4(c)(iv), for breach of its duties hereunder or failure to use the standards of care set forth in Subsection 4(f).
Appears in 2 contracts
Samples: Investment Advisor Agreement, Investment Advisor Agreement (American Bar Association Members / Northern Trust Collective Tr)
Directions from the Trustee. At any time, and from time to time, the Trustee may direct the Advisor in the exercise of the powers granted to it hereunder. All oral directions will be confirmed in writing to the Advisor by an officer of the Trustee. It Except where the Advisor reasonably believes that such action may result in the violation of Applicable Law, it shall be the duty of the Advisor to act strictly in accordance with each such timely received direction and, except as provided in the following paragraph, and the Advisor shall be under no duty to question any such direction of the TrusteeTrustee and shall not be liable a) for acting contrary to a direction where such direction was not timely received; and b) for acting in accordance with each such direction. If the Advisor shall disagree with any direction by the Trustee, or should those employees of Advisor responsible for investing and administering the assets of the Account have actual knowledge of the existence of any circumstances that would be likely to render any such direction illegal or imprudent, it shall so advise the Trustee forthwith. If the Trustee thereafter determines not to rescind such direction, the Advisor shall have no liability for any loss which may result from any action taken by it in accordance with such direction. In all events, however, the Advisor shall be liable for its willful or negligent disregard of the directions of the Trustee, as well as for bad faith, and, except where the Advisor reasonably believes that acting in compliance with a direction of the Trustee as to which the Advisor has taken the action specified may result in this Subsection 4(c)(iv), for breach a violation of its duties hereunder or failure to use the standards of care set forth in Subsection 4(f)Applicable Law.
Appears in 1 contract
Samples: Investment Advisor Agreement (American Bar Association Members / Northern Trust Collective Tr)
Directions from the Trustee. At any time, and from time to time, the Trustee may direct the Advisor in the exercise of the powers granted to it hereunder. All oral directions will be confirmed in writing to the Advisor by an officer of the Trustee. It shall be the duty of the Advisor to act strictly in accordance with each such direction and, except as provided in the following paragraph, the Advisor shall be under no duty to question any such direction of the Trustee. If the Advisor shall disagree with any direction by the Trustee, or should those employees of Advisor responsible for investing and administering the assets of the Account have actual knowledge of the existence of any circumstances that would be likely to render any such direction illegal or imprudent, it shall so advise the Trustee forthwith. If the Trustee thereafter determines not to rescind such direction, the Advisor shall have no liability for any loss which may result from any action taken by it in accordance with such direction. In all events, however, the Advisor shall be liable for its willful or negligent disregard of the directions of the Trustee, as well as for bad faith, and, except where acting in compliance with a direction of the Trustee as to which the Advisor has taken the action specified in this Subsection 4(c)(iv4(c)(iii), for breach of its duties hereunder or failure to use the standards of care set forth in Subsection 4(f4(h).
Appears in 1 contract
Samples: Investment Advisor Agreement (American Bar Association Members / Northern Trust Collective Tr)
Directions from the Trustee. At any time, and from time to time, the Trustee may direct the Advisor in the exercise of the powers granted to it hereunder. All oral directions will be confirmed in writing to the Advisor by an officer of the Trustee. It shall be the duty of the Advisor to act strictly in accordance with each such direction and, except as provided in the following paragraph, the Advisor shall be under no duty to question any such direction of the Trustee. If the Advisor shall disagree with any direction by the Trustee, or should those employees of Advisor responsible for investing and administering the assets of the Account have actual knowledge of the existence of any circumstances that would be likely to render any such direction illegal or imprudent, it shall so advise the Trustee forthwith. If the Trustee thereafter determines not to rescind such direction, the Advisor shall have no liability for any loss which may result from any action taken by it in accordance with such direction. In all events, however, the Advisor shall be liable for its willful or negligent disregard of the directions of the Trustee, ; as well as for bad faith, and, except where acting in compliance with a direction of the Trustee as to which the Advisor has taken the action specified in this Subsection 4(c)(iv), for breach of its duties hereunder or failure to use the standards of care set forth in Subsection 4(f).
Appears in 1 contract
Samples: Investment Advisor Agreement (American Bar Association Members / Northern Trust Collective Tr)
Directions from the Trustee. At any time, and from time to time, the Trustee may direct the Advisor in the exercise of the powers granted to it hereunder. All oral directions will be confirmed in writing to the Advisor by an officer of the Trustee. It shall be the duty of the Advisor to act strictly in accordance with each such direction and, except as provided in the following paragraph, and the Advisor shall be under no duty to question any such direction of the Trustee, and shall have no liability for any loss which may result from any action taken by it in accordance with such direction. If the Advisor shall disagree with any direction by the Trustee, or should those employees of Advisor responsible for investing and administering the assets of the Account have actual knowledge of the existence of any circumstances that would be likely to render any such direction illegal or imprudent, it shall so advise the Trustee forthwith. If the Trustee thereafter determines not to rescind such direction, the Advisor shall have no liability for any loss which may result from any action taken by it in accordance with such direction. In all events, however, the Advisor shall be liable for its willful or negligent disregard of the directions of the Trustee, as well as for bad faith, and, except where acting in compliance with a direction of the Trustee as to which the Advisor has taken the action specified in this Subsection 4(c)(iv)Trustee, for breach of its duties hereunder or failure to use the standards of care set forth in Subsection 4(f).
Appears in 1 contract
Samples: Investment Advisor Agreement (American Bar Association Members / Northern Trust Collective Tr)