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 Funds or to the Administrator for instructions and upon prior written notice to the Administrator, outside counsel for the Funds or the independent accountants for the Funds or the Administrator at the expense of the Administrator, 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 not be liable, and shall be indemnified by the Administrator, 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 believed by it to be genuine and to have been signed by the proper person or persons, subject to the standard of care expressed in this 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 applicable Fund or the Administrator. Nothing in this 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. Nothing is this paragraph is intended to restrict Sub-Administrator’s right to seek advice from its own legal counsel at Sub-Administrator’s own expense.

INSTRUCTIONS AND ADVICE. At any time, the Sub-Administrator may apply to any officer of the Funds a Fund or to the Administrator for instructions and upon prior written notice to the Administrator, may consult with its own legal counsel or outside counsel for the Funds respective Fund or the independent accountants for the Funds or the Administrator such Fund at the expense of and with the prior approval of the Administrator, 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 not be liable, and shall be indemnified by the Administrator, 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 believed by it to be genuine and to have been signed by an officer or other representative of such Fund or the proper person or persons, subject to the standard of care expressed in this AgreementAdministrator. 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 applicable such Fund or the Administrator. Nothing in this 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. Nothing is this paragraph is intended to restrict Sub-Administrator’s right to seek advice from its own legal counsel at Sub-Administrator’s own expense.

INSTRUCTIONS AND ADVICE. At any time, the Sub-Administrator may apply to any officer of the Funds or to the Administrator Investment Manager for instructions and upon prior written notice to the AdministratorInvestment Manager, outside counsel for the Funds or the independent accountants for the Funds or the Administrator Investment Manager at the expense of the AdministratorInvestment Manager, 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 not be liable, and shall be indemnified by the AdministratorInvestment Manager, 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 believed by it to be genuine and to have been signed by the proper person or persons, subject to the standard of care expressed in this 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 applicable Fund or the AdministratorInvestment Manager. Nothing in this 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. Nothing is this paragraph is intended to restrict Sub-Administrator’s right to seek advice from its own legal counsel at Sub-Administrator’s own expense.

INSTRUCTIONS AND ADVICE. At any time, the Sub-Administrator may apply to any officer of the Funds or to the Administrator Investment Manager for instructions and upon instructions. Upon prior written notice to approval and participation of the AdministratorInvestment Manager, Sub-Administrator may consult with its own legal counsel or outside counsel for the Funds or the independent accountants for the Funds or the Administrator at the expense of the AdministratorFunds or the Investment Manager, 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 not be considered to have engaged in any misconduct and shall not be liable, and shall be indemnified by the AdministratorInvestment Manager, for any non-negligent action taken or omitted by it in good faith in 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, subject to the standard of care expressed in this 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 applicable Fund or the AdministratorInvestment Manager. Nothing in this 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. Nothing Furthermore, nothing is this paragraph is intended to restrict Sub-Administrator’s right to seek advice from its own legal counsel at Sub-Administrator’s own expense.

INSTRUCTIONS AND ADVICE. At any time, the Sub-Administrator may apply to any officer of the Funds Trust or to the Administrator for instructions and upon prior written notice to the Administrator, may consult with its own legal counsel or outside counsel for the Funds the Trust or the independent accountants for the Funds or the Administrator Trust at the expense of and with the prior approval of the Administrator, 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 not be liable, and shall be indemnified by the Administrator, 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 believed by it to be genuine and to have been signed by an officer or other representative of the proper person Trust or persons, subject to the standard of care expressed in this AgreementAdministrator. 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 applicable Fund Trust or the Administrator. Nothing in this 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. Nothing is this paragraph is intended to restrict Sub-Administrator’s right to seek advice from its own legal counsel at Sub-Administrator’s own expense.

INSTRUCTIONS AND ADVICE. At any time, the Sub-Administrator may apply to any officer authorized officers of the Funds Fund or to the Administrator Advisors for instructions and upon prior written notice to the Administrator, outside may consult with in-house legal counsel for the Funds Fund or the independent accountants for the Funds Fund or the Administrator at the expense of the Administratorits own cost may consult with its own legal counsel, 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 not be liable, and shall be indemnified by the AdministratorAdvisors, for any action taken or omitted by it in good faith and with reasonable care and without negligence 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 however, subject with respect to the performance of any action or omission of any action upon such legal advice by its own counsel, the Administrator shall be required to conform to the standard of care expressed set forth herein and further provided that the Administrator shall follow the advice of the Fund's in-house legal counsel in this Agreementinstances where the advice of the Fund's in-house legal counsel and the Administrator's legal counsel differ. 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 applicable Fund or the AdministratorAdvisors. Nothing in this 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. Nothing is this paragraph is intended to restrict Sub-Administrator’s right to seek advice from its own legal counsel at Sub-Administrator’s own expense.

INSTRUCTIONS AND ADVICE. a. At any time, the Sub-Administrator may apply to any officer of the Funds Company or to the Administrator or his or her designee for instructions and upon prior written notice to the Administrator, may consult with its own legal counsel or outside counsel for the Funds Company or the independent accountants for the Funds or the Administrator at the expense of the AdministratorCompany, with respect to any matter arising in connection with the services to be performed by the Sub-Administrator under this Agreement. Services. b. The Sub-Administrator shall not be liable, and shall be indemnified by the Administrator, for any action taken or omitted by it in good faith in reliance upon any such instructions or advice 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, subject to however, that in the standard event of care expressed in any conflict between this section and Section 8 of this Agreement, the provisions of Section 8 shall control. 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 applicable Fund or the Administrator. Nothing in this paragraph 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. Nothing is this paragraph is intended to restrict Sub-Administrator’s right to seek advice from its own legal counsel at Sub-Administrator’s own expense.

INSTRUCTIONS AND ADVICE. At any time, the Sub-Administrator may apply to .the Administrator or any officer of the Funds Trusts or to the Administrator his or her designee for instructions and upon prior written notice to the Administrator, may consult with its own legal counsel or outside counsel for the Funds Trusts or the independent accountants for the Funds or the Administrator Trusts at the expense of the Administrator, with respect to any matter arising in connection with the services to be performed perfmmed by the Sub-Administrator under this Agreement. The Sub-Administrator shall not be liable, and shall be indemnified by the Administrator, for any action taken or omitted by it in good faith in reliance upon any such instructions instrnctions 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, subject to the standard of care expressed in this 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 applicable Fund Administrator or the Administratorany Trust. Nothing in this paragraph section shall be construed constrned as imposing upon the Sub-Administrator any obligation to seek such instructions instrnctions or advice, or to act in accordance with such advice when received. Nothing is this paragraph is intended to restrict Sub-Administrator’s right to seek advice from its own legal counsel at Sub-Administrator’s own expense.

INSTRUCTIONS AND ADVICE. At any time, the Sub-Administrator may apply to any officer of the Funds or to the Administrator Authorized Person for instructions and upon prior written notice to the Administrator, outside counsel for the Funds or the independent accountants for the Funds or the Administrator at the expense of the Administratormay consult with its own legal counsel, with respect to any matter arising in connection with the services to be performed by the Sub-Administrator under this Agreement. The Administrator agrees to make outside legal counsel for the Trusts and/or the independent accountants for the Trusts available to the Sub-Administrator at the Sub-Administrator’s reasonable request. The Sub-Administrator shall not be liable, and shall be indemnified by the Administrator, 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 believed by it to be genuine and to have been signed by the proper person or persons, subject to the standard of care expressed in this Agreementan Authorized Person. 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 applicable Fund or the Administrator. Nothing in this paragraph 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. Nothing is this paragraph is intended to restrict Sub-Administrator’s right to seek advice from its own legal counsel at Sub-Administrator’s own expense.

INSTRUCTIONS AND ADVICE. At any time, the Sub-Administrator may apply to any officer of the Funds or to the Administrator for instructions and upon prior written notice to the Administrator, outside counsel for the Funds or the independent accountants for the Funds or the Administrator at the expense of the Administrator, with respect to any matter arising in connection with the services to be performed by the Sub-Administrator under this Agreement. The Sub-Sub- Administrator shall not be liable, and shall be indemnified by the Administrator, 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 believed by it to be genuine and to have been signed by the proper person or persons, subject to the standard of care expressed in this 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 applicable Fund or the Administrator. Nothing in this 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. Nothing is this paragraph is intended to restrict Sub-Administrator’s right to seek advice from its own legal counsel at Sub-Administrator’s own expense.