Common use of Instructions, Opinion of Counsel and Signatures Clause in Contracts

Instructions, Opinion of Counsel and Signatures. At any time DST may apply to any Authorized Person of the Fund, and may with the approval of an Authorized Person or authorized officer of the Fund consult with Fund Counsel for the Fund, or DST’s own legal counsel at DST’s expense, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith in reliance upon such Proper Instructions or upon the opinion of such counsel. In connection with Services provided by DST under this Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other applicable tax Law, including without limitation the Services described in Section 4.D(x), DST shall have no obligation to continue to provide such Services after it has asked the Fund to give it Proper Instructions which it believes are needed by it to continue to provide such Services and before it receives within a reasonable time the needed instructions from the Fund, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably, and in good faith, believed by it to be genuine and to have been signed by an Authorized Person or Authorized Persons, or authorized officer or officers of the Fund, and will not be held to have notice of any change of authority of any such person, until receipt of written notice thereof from the Fund. It will also be protected in recognizing shares which it reasonably believes have been properly issued and recorded in the records of the Funds (including DST as the Fund’s transfer agent).

Instructions, Opinion of Counsel and Signatures. At any time DST may apply to any Authorized Person of the Fund(as defined in Exhibit C), and may with the approval of an Authorized Person or authorized a Fund officer of the Fund consult with Fund Counsel legal counsel for the Fund, or if the Fund fails to respond to the reasonable request for instructions from DST in a reasonable period of time, then DST’s own legal counsel at DST’s expensethe expense of the Fund, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith in reliance upon such Proper Instructions instructions or upon the opinion of such counsel. In connection with Services services provided by DST under this Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other applicable tax Lawlaw, including without limitation the Services services described in Exhibit A, Section 4.D(x1.A(x), DST shall have no obligation to continue to provide such Services services after it has asked the Fund to give it Proper Instructions instructions which it believes are needed by it to so continue to provide such Services services and before it receives within a reasonable time the needed instructions from the Fund, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably, and in good faith, reasonably believed by it to be genuine and to have been signed by an Authorized Person the proper person or Authorized Persons, or authorized officer or officers of the Fund, persons and will not be held to have notice of any change of authority of any such person, until receipt of written notice thereof from the Fund. It will also be protected in recognizing shares which it reasonably believes have been properly issued and recorded in the records of the Funds (including DST as the Fund’s transfer agent).

Instructions, Opinion of Counsel and Signatures. At any time DST may apply to any Authorized Person of person authorized by the FundFund to give instructions to DST, and may with the approval of an Authorized Person or authorized a Fund officer of the Fund consult with Fund Counsel legal counsel for the Fund, or DST’s own legal counsel at DST’s expensethe expense of the Fund with the approval of an Authorized Person or a Fund officer, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith in reliance upon such Proper Instructions instructions or upon the opinion of such counsel. In connection with Services services provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other applicable tax Lawlaw, including without limitation the Services services described in Section 4.D(x), DST shall have no obligation to continue to provide such Services services after it has asked the Fund to give it Proper Instructions instructions which it reasonably believes are needed by it to so continue to provide such Services services and before it receives within a reasonable time the needed instructions from the Fund, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably, and in good faith, reasonably believed by it to be genuine and to have been signed by an Authorized Person the proper person or Authorized Persons, or authorized officer or officers of the Fund, persons and will not be held to have notice of any change of authority of any such person, until receipt of written notice thereof from the Fund. It will also be protected in recognizing shares stock certificates which it reasonably believes have been properly issued and recorded in to bear the records proper manual or facsimile signatures of the Funds (including DST as officers of the Fund’s transfer agent), and the proper countersignature of any former Transfer Agent or Registrar, or of a co-Transfer Agent or co-Registrar.

Instructions, Opinion of Counsel and Signatures. At any time DST may apply to any Authorized Person of person authorized by the FundFund to give instructions to DST, and may may, with the approval of an Authorized Person or authorized officer of a Fund officer, consult with legal counsel for the Fund consult with or in the event the Fund Counsel for the Fundis unresponsive, or to DST’s own legal counsel at DST’s expensethe expense of the Fund, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith and without negligence in reliance upon such Proper Instructions instructions or upon the opinion of such Fund counsel. In connection with Services services provided by DST under this Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other applicable tax Lawlaw, including without limitation the Services services described in Section 4.D(x4.D(v), DST shall have no obligation to continue to provide such Services services after it has asked the Fund to give it Proper Instructions instructions which it reasonably believes are needed by it to so continue to provide such Services services and before it receives within a reasonable time the needed instructions from the Fund, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably, and in good faith, reasonably believed by it to be genuine and to have been signed by an Authorized Person the proper person or Authorized Persons, or authorized officer or officers of the Fund, persons and will not be held to have notice of any change of authority of any such person, until receipt of written notice thereof from the Fund. It will also be protected in recognizing shares share certificates (if any) which it reasonably believes have been properly issued and recorded in to bear the records proper manual or facsimile signatures of the Funds (including DST as officers of the Fund’s transfer agent), and the proper countersignature of any former Transfer Agent or Registrar, or of a co-Transfer Agent or co-Registrar.

Instructions, Opinion of Counsel and Signatures. At any time DST may apply to any Authorized Person person authorized by the Trust, on behalf of one or more of the FundFunds to give instructions to DST, and may with the approval of an Authorized Person or authorized a Trust officer of the Fund consult with Fund Counsel legal counsel for the FundTrust, or DST’s own legal counsel at DST’s expensethe expense of the Funds, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith in reliance upon such Proper Instructions instructions or upon the opinion of such counsel. In connection with Services services provided by DST under this Agency Agreement that relate to compliance by the Fund Funds with the Internal Revenue Code of 1986 or any other applicable tax Lawlaw, including without limitation the Services services described in Section 4.D(x), DST shall have no obligation to continue to provide such Services services after it has asked the Fund Funds to give it Proper Instructions instructions which it believes are needed by it to so continue to provide such Services services and before it receives within a reasonable time the needed instructions from the FundFunds, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably, and in good faith, reasonably believed by it to be genuine and to have been signed by an Authorized Person the proper person or Authorized Persons, or authorized officer or officers of the Fund, persons and will not be held to have notice of any change of authority of any such person, until receipt of written notice thereof from the Fund. It will also be protected in recognizing shares which it reasonably believes have been properly issued and recorded in the records of the Funds (including DST as the Fund’s transfer agent)Funds.

Instructions, Opinion of Counsel and Signatures. At any time DST may apply to any Authorized Person of person authorized by the FundFund to give instructions to DST, and may with the approval of an Authorized Person or authorized a Fund officer of the Fund consult with Fund Counsel legal counsel for the Fund, or DST’s own legal counsel at DST’s expensethe expense of the Fund with the approval of an Authorized Person or a Fund officer, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith in reliance upon such Proper Instructions instructions or upon the opinion of such counsel. In connection with Services services provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other applicable tax Lawlaw, including without limitation the Services services described in Section 4.D(x), DST shall have no obligation to continue to provide such Services services after it has asked the Fund to give it Proper Instructions instructions which it reasonably believes are needed by it to so continue to provide such Services services and before it receives within a reasonable time the needed instructions from the Fund, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably, and in good faith, reasonably believed by it to be genuine and to have been signed by an Authorized Person the proper person or Authorized Persons, or authorized officer or officers of the Fund, persons and will not be held to have notice of any change of authority of any such person, until receipt of written notice thereof from the Fund. It will also be protected in recognizing shares which it reasonably believes have been properly issued and recorded in the records of the Funds (including DST as the Fund’s transfer agent).