Common use of Other Forms of Instruction Clause in Contracts

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are contained in Subsection (b), above) including Oral Instructions, and Instructions by SWIFT or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) through (c), it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Person, the Custodian may act on any such instructions which it reasonably and in good faith believes is such an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. Oral Instructions shall be confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, The Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given to the Custodian hereunder concerning such transactions. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.

Appears in 15 contracts

Samples: Custody Agreement (Capitol Series Trust), Custody Agreement (Capitol Series Trust), Custody Agreement (Capitol Series Trust)

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Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Fund or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are is contained in Subsection (b)4.2.1, above) including Oral InstructionsInstructions given orally or by SWIFT, and Instructions by SWIFT telex or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) 4.2.1 through (c)4.2.3, it shall be the 38362-4 11/22/2016 responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the such Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Personbelieves that the means chosen are unreasonable, the Custodian may act on any such instructions which it reasonably and in good faith believes is such shall promptly notify an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when an Authorized Person provides Instructions that conform to the Custodian takes action with respect theretorequirements of this Section 4. Any Oral Instructions shall promptly thereafter be confirmed in writing by Written Instructions not later than an Authorized Person (which confirmation may bear the Business Day immediately following receipt facsimile signature of such Oral Instructions in the manner set forth herein, provided, however, The Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given to the Custodian hereunder concerning such transactionsPerson). With respect to telefax instructionsInstructions, the parties agree and acknowledge that receipt of legible instructions Instructions cannot be assured, assured and that the Custodian cannot verify that authorized signatures on telefax instructions Instructions are original or properly affixed. If the Custodian determines that a telefax Instruction is illegible, the Custodian shall promptly contact an Authorized Person and that request a legible telefax Instruction. Provided the Custodian has exercised the standard of care required herein with respect to receipt of Proper Instructions including but not limited to any applicable security or authorization procedures, the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible stated or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.telefax

Appears in 11 contracts

Samples: Custodian Agreement (Vanguard Malvern Funds), Custodian Agreement (Vanguard Morgan Growth Fund), Custodian Agreement (Vanguard Montgomery Funds)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Fund or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are is contained in Subsection (b)4.2.1, above) including Oral InstructionsInstructions given orally or by SWIFT, and Instructions by SWIFT telex or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) 4.2.1 through (c)4.2.3, it shall be the 38362-4 2/21/2018 responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the such Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Personbelieves that the means chosen are unreasonable, the Custodian may act on any such instructions which it reasonably and in good faith believes is such shall promptly notify an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when an Authorized Person provides Instructions that conform to the Custodian takes action with respect theretorequirements of this Section 4. Any Oral Instructions shall promptly thereafter be confirmed in writing by Written Instructions not later than an Authorized Person (which confirmation may bear the Business Day immediately following receipt facsimile signature of such Oral Instructions in the manner set forth herein, provided, however, The Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given to the Custodian hereunder concerning such transactionsPerson). With respect to telefax instructionsInstructions, the parties agree and acknowledge that receipt of legible instructions Instructions cannot be assured, assured and that the Custodian cannot verify that authorized signatures on telefax instructions Instructions are original or properly affixed. If the Custodian determines that a telefax Instruction is illegible, the Custodian shall promptly contact an Authorized Person and that request a legible telefax Instruction. Provided the Custodian has exercised the standard of care required herein with respect to receipt of Proper Instructions including but not limited to any applicable security or authorization procedures, the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible stated or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.telefax

Appears in 6 contracts

Samples: Custodian Agreement (Vanguard Specialized Funds), Custodian Agreement (Vanguard World Fund), Custodian Agreement (Vanguard Variable Insurance Funds)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Trust or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are contained in Subsection (b), above) including Oral Instructions, and Instructions by SWIFT or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) through (c), it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Person, the Custodian may act on any such instructions which it reasonably and in good faith believes is such an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. Oral Instructions shall be confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, The Company Trust agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the CompanyTrust. The Company Trust agrees that the Custodian shall incur no liability to the Company Trust for acting upon Oral Instructions given to the Custodian hereunder concerning such transactions. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.

Appears in 6 contracts

Samples: Custody Agreement (Capitol Series Trust), Custody Agreement (Two Roads Shared Trust), Custody Agreement (360 Funds)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Trust or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are is contained in Subsection (b)Section 4.2.1, above) including Oral Instructionsincluding, and but not limited to, Instructions given orally or by SWIFT SWIFT, telex or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) Sections 4.2.1 through (c)4.2.3 above, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the such Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted circumstances (unless such method is a product proprietary to the Custodian and received offered to the Trust by the Custodian from an Authorized Person, the Custodian may act on any such instructions which it reasonably and in good faith believes is such an Authorized PersonCustodian). Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. Oral Instructions shall be confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, The Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given to the Custodian hereunder concerning such transactions. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions Instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reasonable reliance on inaccurately stated, illegible or unauthorized telefax instructions. Custodian shall promptly notify the Trust once it becomes aware that it has received an illegible or unauthorized Instruction and shall be protected in waiting to act until such Instruction is clarified. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers Funds Transfers performed in accordance with Instructions. The Funds Transfer Services Schedule and the Electronic and Online Services Schedule to this Agreement shall comprise a designation of form of a means of delivering Instructions for purposes of this Section 4.2.

Appears in 5 contracts

Samples: Custodian Agreement (Adviser Managed Trust), Custodian Agreement (Sei Institutional Managed Trust), Custodian Agreement (Sei Institutional International Trust)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject including DocuSign initiated by the Custodian), it being understood that such acknowledgement shall authorize the Custodian to accept such means or delivery but shall not represent a judgment by the Custodian as to the same limits as to acknowledgements as are contained in Subsection (b)reasonableness or security of the means utilized by the Authorized Person, above) including Oral Instructions, and Instructions by SWIFT or telefax (whether tested Instructions sent by facsimile, electronic mail or untested)other Electronic Means. When an Instruction is given by means established under Subsections (a1) through (c3), it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other its authentication policies and procedures established in writing between the Custodian and the for manual instruction to determine that such Instruction is given by an Authorized Person or are transmitted with respect proper testing or authentication pursuant to such means of Instructionterms and conditions which Custodian may specify, but the including DocuSign initiated by Custodian. The Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Personreceives Instructions using Electronic Means, or any such Instruction contains a digital signature executed pursuant to the means provided for in Section 11.5, and the Custodian acts upon such Instructions, the Custodian's understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Custodian may act on any cannot determine the identity of the actual sender of such instructions which it reasonably Instructions or the actual signer of the digital signature, and in good faith believes is such that the Custodian shall conclusively presume that they have been sent by an Authorized Person. The Company shall be responsible for ensuring that only Authorized Persons transmit such Instructions or digital signatures to the Custodian and that all Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. The Custodian shall not be liable for any losses, costs or expenses arising directly or indirectly from the Custodian's reliance upon and compliance with such Instructions or digital signatures. The Company agrees: (i) to assume all risks arising out of the use of digital signatures or Electronic Means to submit Instructions to the Custodian, including without limitation the risk of the Custodian acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the use of digital signatures, as well as the various methods of transmitting Instructions to the Custodian, and that there may be more secure methods of transmitting signatures and Instructions than the methods selected by the Company; (iii) that the security procedures (if any) to be followed in connection with the transmission of digital signatures and/or Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances and (iv) to notify the Custodian immediately upon learning of any compromise or unauthorized use of the security procedures. In its sole discretion, Custodian may, but shall not be required to, accept Oral Instructions shall be binding upon the given to Custodian only if and when the Custodian takes action with respect theretoby telephone. Oral Instructions shall delivered to Custodian by telephone will be provided by telephone on a contingency basis only; and will, within two (2) hours thereafter, be confirmed in writing by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions an Authorized Person in the manner set forth herein, provided, however, The the Company agrees that the failure of the Custodian to receive such confirming instructions Instructions timely or at all shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by which were the Companysubject of such oral Instruction. The Company further agrees that the Custodian shall incur no liability to the Company or the Fund for acting upon Oral Instructions given to the Custodian hereunder concerning such transactionshereunder. With respect The Company further consents to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that recording by the Custodian cannot verify that authorized signatures of any Oral Instructions given by the Company or on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructionsFund’s behalf. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.

Appears in 5 contracts

Samples: Custody Agreement (Paradigm Funds), Custody Agreement (Mundoval Funds), Custody Agreement (Blue Chip Investor Funds)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Fund or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are is contained in Subsection (b)4.2.1, above) including Oral InstructionsInstructions given orally or by SWIFT, and Instructions by SWIFT telex or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) . 2.1 through (c)4.2.3, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the such Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Personbelieves that the means chosen are unreasonable, the Custodian may act on any such instructions which it reasonably and in good faith believes is such shall promptly notify an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when an Authorized Person provides Instructions that conform to the Custodian takes action with respect theretorequirements of this Section 4. Any Oral Instructions shall promptly thereafter be confirmed in writing by Written Instructions not later than an Authorized Person (which confirmation may bear the Business Day immediately following receipt facsimile signature of such Oral Instructions in the manner set forth herein, provided, however, The Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given to the Custodian hereunder concerning such transactionsPerson). With respect to telefax instructionsInstructions, the parties agree and acknowledge that receipt of legible instructions Instructions cannot be assured, assured and that the Custodian cannot verify that authorized signatures on telefax instructions Instructions are original or properly affixed. If the Custodian determines that a telefax Instruction is illegible, the Custodian shall promptly contact an Authorized Person and that request a legible telefax Instruction. Provided the Custodian has exercised the standard of care required herein with respect to receipt of Proper Instructions including but not limited to any applicable security or authorization procedures, the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible stated or unauthorized telefax instructionsInstructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers Funds Transfers performed in accordance with Instructions. In the event that a Funds Transfer Services Agreement is executed between the Fund or an Authorized Person and the Custodian, such an agreement shall comprise a designation of form of a means of delivering Instructions for purposes of this Section 4.2.

Appears in 4 contracts

Samples: Custodian Agreement (Vanguard Trustees Equity Fund), Custodian Agreement (Vanguard International Equity Index Fund Inc), Custodian Agreement (Vanguard Variable Insurance Fund)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are contained in Subsection (b)4.2.2, above) including Oral Instructions, and Instructions by SWIFT or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) 4.2.1 through (c)4.2.3, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Person, the Custodian may act on any such instructions which it reasonably and in good faith believes is such an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. The Custodian shall seek confirmation of Oral Instructions shall be confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, The the Company agrees that the failure of the Custodian to receive such confirming instructions Instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given to the Custodian hereunder concerning such transactions. With respect to telefax instructionsInstructions, the parties agree and acknowledge that receipt of legible instructions Instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions Instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.

Appears in 3 contracts

Samples: Custody Agreement (Midas Series Trust), Custody Agreement (Foxby Corp.), Custody Agreement (Dividend & Income Fund)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Fund or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are contained in Subsection (b)4.2.1, above) including Oral Instructions, and Instructions given orally or by SWIFT or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) 4.2.1 through (c)4.2.3, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Person, the Custodian may act on any circumstances (unless such instructions which it reasonably and in good faith believes method is such an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. Oral Instructions shall be confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, The Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions a secured or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given authenticated electro-mechanical product proprietary to the Custodian hereunder concerning such transactionsand offered to the Fund by the Custodian, which both parties hereby agree shall be deemed reasonable). With respect to telefax instructionsInstructions, the parties agree and acknowledge that receipt of legible instructions Instructions cannot be assured, assured and that the Custodian cannot verify that authorized signatures on telefax instructions Instructions are original or properly affixed. If the Custodian determines that a telefax Instruction is illegible (e.g., the printed name, not the signature, on the telefax instruction must be identifiable), the Custodian shall promptly contact the person identified in the Instruction as the person to contact in the event of questions or issues with the transmittal or, if none, a contact at the Fund reasonably familiar to the Custodian in the context of said Instruction, and that request a legible telefax Instruction. Subject to the foregoing and the provisions of Section 9 hereof with respect to receipt by the Custodian of Instructions, including but not limited to any applicable security or authentication procedures, the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible illegible, or unauthorized telefax instructionsInstructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers Funds Transfers performed in accordance with Instructions. The Fund’s Transfer Services Schedule to this Agreement and the BBH Online Terms and Conditions shall each comprise a designation of a means of delivering Instructions for purposes of this Section 4.2.

Appears in 2 contracts

Samples: Custodian Agreement (James Alpha Funds Trust), Custodian Agreement (James Alpha Funds Trust)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are contained in Subsection (b), above) including Oral Instructions, and Instructions by SWIFT or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) through (c), it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from a person reasonably believed by the Custodian to be an Authorized Person, the Custodian may act on any such instructions which it reasonably and in good faith believes is such an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. Oral Instructions shall be confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, The Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given to the Custodian hereunder concerning such transactions. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.

Appears in 2 contracts

Samples: Custody Agreement (MSS Series Trust), Custody Agreement (MSS Series Trust)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Trust or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are contained in Subsection (b), above) including Oral Instructions, and Instructions by SWIFT SWIFT, facsimile or telefax (whether tested or untested)e-mail. When an Instruction is given by means established under Subsections (a) through (c), it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Person, the Custodian may act on any such instructions which it reasonably and in good faith believes is such an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. Oral Instructions shall be confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, The Company the Trust agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the CompanyTrust. The Company Trust agrees that the Custodian shall incur no liability to the Company Trust for acting upon Oral Instructions given to the Custodian hereunder concerning such transactions. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.

Appears in 1 contract

Samples: Custody Agreement (Northern Lights Fund Trust Ii)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Fund or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are is contained in Subsection (b)4.2.1, above) including Oral InstructionsInstructions given orally or by SWIFT, and Instructions by SWIFT telex or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) 4.2.1 through (c)4.2.3, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the such Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Personbelieves that the means chosen are unreasonable, the Custodian may act on any such instructions which it reasonably and in good faith believes is such shall promptly notify an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when an Authorized Person provides Instructions that conform to the Custodian takes action with respect theretorequirements of this Section 4. Any Oral Instructions shall promptly thereafter be confirmed in writing by Written Instructions not later than an Authorized Person (which confirmation may bear the Business Day immediately following receipt facsimile signature of such Oral Instructions in the manner set forth herein, provided, however, The Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given to the Custodian hereunder concerning such transactionsPerson). With respect to telefax instructionsInstructions, the parties agree and acknowledge that receipt of legible instructions Instructions cannot be assured, assured and that the Custodian cannot verify that authorized signatures on telefax instructions Instructions are original or properly affixed. If the Custodian determines that a telefax Instruction is illegible, the Custodian shall promptly contact an Authorized Person and that request a legible telefax Instruction. Provided the Custodian has exercised the standard of care required herein with respect to receipt of Proper Instructions including but not limited to any applicable security or authorization procedures, the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible stated or unauthorized telefax instructionsInstructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers Funds Transfers performed in accordance with Instructions.. In the event that a Funds Transfer Services Agreement is executed between the Fund or an Authorized Person and the Custodian, such an agreement shall comprise a designation of form of a means of delivering Instructions for purposes of this Section 4.2. 38362-4 11/22/2016

Appears in 1 contract

Samples: Custodian Agreement (Vanguard Index Funds)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Fund or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are contained in Subsection (b)4.2.1, above) including Oral Instructions, and Instructions given orally or by SWIFT or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) 4.2.1 through (c)4.2.3, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Person, the Custodian may act on any circumstances (unless such instructions which it reasonably and in good faith believes method is such an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. Oral Instructions shall be confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, The Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions a secured or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given authenticated electro-mechanical product proprietary to the Custodian hereunder concerning such transactionsand offered to the Fund by the Custodian, which both parties hereby agree shall be deemed reasonable). With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, and that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed. If the Custodian determines that a telefax Instruction is illegible (e.g., the printed name, not the signature, on the telefax instruction must be identifiable), the Custodian shall promptly contact the person identified in the Instruction as the person to contact in the event of questions or issues with the transmittal or, if none, a contact at the Fund reasonably familiar to the Custodian in the context of said Instruction, and that request a legible telefax Instruction. Subject to the foregoing sentence, the Custodian shall not be liable for losses or expenses incurred through actions taken in reasonable good faith reliance on and in accordance with inaccurately transmitted or stated, illegible or unauthorized telefax instructionsInstructions (unless, apart from said reasonable good faith reliance and action in accordance with inaccurately transmitted or stated, or unauthorized telefax Instructions, Custodian’s actual performance includes an act or omission constituting negligence, bad faith or willful misconduct). The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions. The Funds Transfer Services Schedule to this Agreement and the BBH Online Terms and Conditions shall each comprise a designation of a means of delivering Instructions for purposes of this Section 4.2.

Appears in 1 contract

Samples: Custodian and Transfer Agent Agreement (Uncommon Investment Funds Trust)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Fund or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are is contained in Subsection (b)4.2.1, above) including Oral InstructionsInstructions given orally or by SWIFT, and Instructions by SWIFT telex or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) 4.2.1 through (c)4.2.3, it shall be the 38362-4 5/24/2017 responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the such Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Personbelieves that the means chosen are unreasonable, the Custodian may act on any such instructions which it reasonably and in good faith believes is such shall promptly notify an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when an Authorized Person provides Instructions that conform to the Custodian takes action with respect theretorequirements of this Section 4. Any Oral Instructions shall promptly thereafter be confirmed in writing by Written Instructions not later than an Authorized Person (which confirmation may bear the Business Day immediately following receipt facsimile signature of such Oral Instructions in the manner set forth herein, provided, however, The Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given to the Custodian hereunder concerning such transactionsPerson). With respect to telefax instructionsInstructions, the parties agree and acknowledge that receipt of legible instructions Instructions cannot be assured, assured and that the Custodian cannot verify that authorized signatures on telefax instructions Instructions are original or properly affixed. If the Custodian determines that a telefax Instruction is illegible, the Custodian shall promptly contact an Authorized Person and that request a legible telefax Instruction. Provided the Custodian has exercised the standard of care required herein with respect to receipt of Proper Instructions including but not limited to any applicable security or authorization procedures, the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible stated or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.telefax

Appears in 1 contract

Samples: Custodian Agreement (Vanguard Specialized Funds)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Trust or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are contained in Subsection (b), above) including Oral Instructions, and Instructions by SWIFT SWIFT, facsimile or telefax (whether tested or untested)e-mail. When an Instruction is given by means established under Subsections (a) through (c), it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Person, the Custodian may act on any such instructions which it reasonably and in good faith believes is such an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. Oral Instructions shall be confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, The Company Trust agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the CompanyTrust. The Company Trust agrees that the Custodian shall incur no liability to the Company Trust for acting upon Oral Instructions given to the Custodian hereunder concerning such transactions. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructionslnstructions.

Appears in 1 contract

Samples: Custody Agreement (Unified Series Trust)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Fund or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are is contained in Subsection (b)4.2.1, above) including Oral InstructionsInstructions given orally or by SWIFT, and Instructions by SWIFT telex or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) 4.2.1 through (c)4.2.3, it shall be the 38362-4 4/26/2017 responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the such Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Personbelieves that the means chosen are unreasonable, the Custodian may act on any such instructions which it reasonably and in good faith believes is such shall promptly notify an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when an Authorized Person provides Instructions that conform to the Custodian takes action with respect theretorequirements of this Section 4. Any Oral Instructions shall promptly thereafter be confirmed in writing by Written Instructions not later than an Authorized Person (which confirmation may bear the Business Day immediately following receipt facsimile signature of such Oral Instructions in the manner set forth herein, provided, however, The Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given to the Custodian hereunder concerning such transactionsPerson). With respect to telefax instructionsInstructions, the parties agree and acknowledge that receipt of legible instructions Instructions cannot be assured, assured and that the Custodian cannot verify that authorized signatures on telefax instructions Instructions are original or properly affixed. If the Custodian determines that a telefax Instruction is illegible, the Custodian shall promptly contact an Authorized Person and that request a legible telefax Instruction. Provided the Custodian has exercised the standard of care required herein with respect to receipt of Proper Instructions including but not limited to any applicable security or authorization procedures, the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible stated or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.telefax

Appears in 1 contract

Samples: Custodian Agreement (Vanguard Variable Insurance Funds)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Trust or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are contained in Subsection (b), above) including Oral Instructions, and Instructions by SWIFT SWIFT, facsimile or telefax (whether tested or untested)e-mail. When an Instruction is given by means established under Subsections (a) through (c), it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Person, the Custodian may act on any such instructions which it reasonably and in good faith believes is such an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. Oral Instructions shall be confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, The Company Trust agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the CompanyTrust. The Company Trust agrees that the Custodian shall incur no liability to the Company Trust for acting upon Oral Instructions given to the Custodian hereunder concerning such transactions. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.

Appears in 1 contract

Samples: Custody Agreement (Northern Lights Fund Trust Iii)

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Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Fund or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are is contained in Subsection (b)4.2.1, above) including Oral InstructionsInstructions given orally or by SWIFT, and Instructions by SWIFT telex or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) 4.2.1 through (c)4.2.3, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the such Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Personbelieves that the means chosen are unreasonable, the Custodian may act on any such instructions which it reasonably and in good faith believes is such shall promptly notify an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when an Authorized Person provides Instructions that conform to the Custodian takes action with respect theretorequirements of this Section 4. Any Oral Instructions shall promptly thereafter be confirmed in writing by Written Instructions not later than an Authorized Person (which confirmation may bear the Business Day immediately following receipt facsimile signature of such Oral Instructions in the manner set forth herein, provided, however, The Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given to the Custodian hereunder concerning such transactionsPerson). With respect to telefax instructionsInstructions, the parties agree and acknowledge that receipt of legible instructions Instructions cannot be assured, assured and that the Custodian cannot verify that authorized signatures on telefax instructions Instructions are original or properly affixed. If the Custodian determines that a telefax Instruction is illegible, the Custodian shall promptly contact an Authorized Person and that request a legible telefax Instruction. Provided the Custodian has exercised the standard of care required herein with respect to receipt of Proper Instructions including but not limited to any applicable security or authorization procedures, the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible stated or unauthorized telefax instructionsInstructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers Funds Transfers performed in accordance with Instructions.. In the event that a Funds Transfer Services Agreement is executed between the Fund or an Authorized Person and the Custodian, such an agreement shall comprise a designation of form of a means of delivering Instructions for purposes of this Section 4.2. 38362-4 2/13/2017

Appears in 1 contract

Samples: Custodian Agreement (Vanguard Explorer Fund)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Fund or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are is contained in Subsection (b)4.2.1, above) including Oral InstructionsInstructions given orally or by SWIFT, and Instructions by SWIFT telex or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) . 2.1 through (c)4.2.3, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the such Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by Upon receipt of oral Instructions, the Custodian from will call the Fund at its last known telephone number, request to speak to an Authorized Person, and confirm the Custodian may act on any such instructions which it reasonably authorization and in good faith believes is such an Authorized Personthe details of the oral instruction (a "Callback"). Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. Oral Instructions shall be Once confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth hereinCallback, provided, however, The Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given to the Custodian hereunder concerning use reasonable care in carrying our such transactionsoral instruction. With respect to telefax instructionsInstructions, the parties agree and acknowledge that receipt of legible instructions Instructions cannot be assured, that the Custodian cannot verify that authorized the signatures of Authorized Persons reflected on telefax instructions Instructions are original or properly affixed; therefore, provided that the Custodian has exercised reasonable care and that such Instructions otherwise comply with the terms of this Agreement, the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, telefax Instructions which the Custodian identifies as bearing the signature of an Authorized Person even if that signature is not original. In the event of the receipt of an illegible or unauthorized unclear telefax instructionsinstruction, the Custodian will promptly contact the Fund for clarification. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers Funds Transfers performed in accordance with Instructions. The Funds Transfer Services Schedule to this Agreement shall comprise a designation of form of a means of delivering Instructions for purposes of this Section 4.2.

Appears in 1 contract

Samples: Custodian Agreement (Aetna Series Fund Inc)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject including DocuSign initiated by the Custodian), it being understood that such acknowledgement shall authorize the Custodian to accept such means or delivery but shall not represent a judgment by the Custodian as to the same limits as to acknowledgements as are contained in Subsection (b)reasonableness or security of the means utilized by the Authorized Person, above) including Oral Instructions, and Instructions by SWIFT or telefax (whether tested Instructions sent by facsimile, electronic mail or untested)other Electronic Means. When an Instruction is given by means established under Subsections (a1) through (c3), it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other its authentication policies and procedures established in writing between the Custodian and the for manual instruction to determine that such Instruction is given by an Authorized Person or are transmitted with respect proper testing or authentication pursuant to such means of Instructionterms and conditions which Custodian may specify, but the including DocuSign initiated by Custodian. The Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Personreceives Instructions using Electronic Means, or any such Instruction contains a digital signature executed pursuant to the means provided for in Section 11.5, and the Custodian acts upon such Instructions, the Custodian’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Custodian may act on any cannot determine the identity of the actual sender of such instructions which it reasonably Instructions or the actual signer of the digital signature, and in good faith believes is such that the Custodian shall conclusively presume that they have been sent by an Authorized Person. The Company shall be responsible for ensuring that only Authorized Persons transmit such Instructions or digital signatures to the Custodian and that all Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. The Custodian shall not be liable for any losses, costs or expenses arising directly or indirectly from the Custodian’s reliance upon and compliance with such Instructions or digital signatures. The Company agrees: (i) to assume all risks arising out of the use of digital signatures or Electronic Means to submit Instructions to the Custodian, including without limitation the risk of the Custodian acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the use of digital signatures, as well as the various methods of transmitting Instructions to the Custodian, and that there may be more secure methods of transmitting signatures and Instructions than the methods selected by the Company; (iii) that the security procedures (if any) to be followed in connection with the transmission of digital signatures and/or Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances and (iv) to notify the Custodian immediately upon learning of any compromise or unauthorized use of the security procedures. In its sole discretion, Custodian may, but shall not be required to, accept Oral Instructions shall be binding upon the given to Custodian only if and when the Custodian takes action with respect theretoby telephone. Oral Instructions shall delivered to Custodian by telephone will be provided by telephone on a contingency basis only; and will, within two (2) hours thereafter, be confirmed in writing by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions an Authorized Person in the manner set forth herein, provided, however, The the Company agrees that the failure of the Custodian to receive such confirming instructions Instructions timely or at all shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by which were the Companysubject of such oral Instruction. The Company further agrees that the Custodian shall incur no liability to the Company or the Fund for acting upon Oral Instructions given to the Custodian hereunder concerning such transactionshereunder. With respect The Company further consents to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that recording by the Custodian cannot verify that authorized signatures of any Oral Instructions given by the Company or on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructionsFund’s behalf. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.

Appears in 1 contract

Samples: Custody Agreement (Collaborative Investment Series Trust)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Fund or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are is contained in Subsection (b)4.2.1, above) including Oral InstructionsInstructions given orally or by SWIFT, and Instructions by SWIFT telex or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) 4.2.1 through (c)4.2.3, it shall be the 38362-4 4/25/2017 responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the such Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Personbelieves that the means chosen are unreasonable, the Custodian may act on any such instructions which it reasonably and in good faith believes is such shall promptly notify an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when an Authorized Person provides Instructions that conform to the Custodian takes action with respect theretorequirements of this Section 4. Any Oral Instructions shall promptly thereafter be confirmed in writing by Written Instructions not later than an Authorized Person (which confirmation may bear the Business Day immediately following receipt facsimile signature of such Oral Instructions in the manner set forth herein, provided, however, The Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given to the Custodian hereunder concerning such transactionsPerson). With respect to telefax instructionsInstructions, the parties agree and acknowledge that receipt of legible instructions Instructions cannot be assured, assured and that the Custodian cannot verify that authorized signatures on telefax instructions Instructions are original or properly affixed. If the Custodian determines that a telefax Instruction is illegible, the Custodian shall promptly contact an Authorized Person and that request a legible telefax Instruction. Provided the Custodian has exercised the standard of care required herein with respect to receipt of Proper Instructions including but not limited to any applicable security or authorization procedures, the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible stated or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.telefax

Appears in 1 contract

Samples: Custodian Agreement (Vanguard Valley Forge Funds)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Fund or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject including DocuSign initiated by the Custodian), it being understood that such acknowledgement shall authorize the Custodian to accept such means or delivery but shall not represent a judgment by the Custodian as to the same limits as to acknowledgements as are contained in Subsection (b)reasonableness or security of the means utilized by the Authorized Person, above) including Oral Instructions, and Instructions by SWIFT or telefax (whether tested Instructions sent by facsimile, electronic mail or untested)other Electronic Means. When an Instruction is given by means established under Subsections (a1) through (c3), it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other its authentication policies and procedures established in writing between the Custodian and the for manual instruction to determine that such Instruction is given by an Authorized Person or are transmitted with respect proper testing or authentication pursuant to such means of Instructionterms and conditions which Custodian may specify, but the including DocuSign initiated by Custodian. The Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Personreceives Instructions using Electronic Means, or any such Instruction contains a digital signature executed pursuant to the means provided for in Section 11.5, and the Custodian acts upon such Instructions, the Custodian’s understanding of such Instructions shall be deemed controlling. The Fund understands and agrees that the Custodian may act on any cannot determine the identity of the actual sender of such instructions which it reasonably Instructions or the actual signer of the digital signature, and in good faith believes is such that the Custodian shall conclusively presume that they have been sent by an Authorized Person. The Fund shall be responsible for ensuring that only Authorized Persons transmit such Instructions or digital signatures to the Custodian and that all Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. The Custodian shall not be liable for any losses, costs or expenses arising directly or indirectly from the Custodian’s reliance upon and compliance with such Instructions or digital signatures. The Fund agrees: (i) to assume all risks arising out of the use of digital signatures or Electronic Means to submit Instructions to the Custodian, including without limitation the risk of the Custodian acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the use of digital signatures, as well as the various methods of transmitting Instructions to the Custodian, and that there may be more secure methods of transmitting signatures and Instructions than the methods selected by the Fund; (iii) that the security procedures (if any) to be followed in connection with the transmission of digital signatures and/or Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances and (iv) to notify the Custodian immediately upon learning of any compromise or unauthorized use of the security procedures. In its sole discretion, Custodian may, but shall not be required to, accept Oral Instructions shall be binding upon the given to Custodian only if and when the Custodian takes action with respect theretoby telephone. Oral Instructions shall delivered to Custodian by telephone will be provided by telephone on a contingency basis only; and will, within two (2) hours thereafter, be confirmed in writing by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions an Authorized Person in the manner set forth herein, provided, however, The Company the Fund agrees that the failure of the Custodian to receive such confirming instructions Instructions timely or at all shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by which were the Companysubject of such oral Instruction. The Company Fund further agrees that the Custodian shall incur no liability to the Company Fund or the Fund for acting upon Oral Instructions given to the Custodian hereunder concerning such transactionshereunder. With respect The Fund further consents to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that recording by the Custodian cannot verify that authorized signatures of any Oral Instructions given by the Fund or on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructionsFund’s behalf. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.

Appears in 1 contract

Samples: Custody Agreement (360 Funds)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Trust or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are contained in Subsection (b)Section 4.2.1, above) including Oral InstructionsInstructions given orally or by SWIFT, and Instructions by SWIFT telex or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) Sections 4.2.1 through (c)4.2.3, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person and such other internal procedures of the Custodian as are consistent with banking practice in the US with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Telephonic or oral Instructions are transmitted shall be considered proper Instructions if the Custodian reasonably believes them to and received have been given by the Custodian from an Authorized Person, the Custodian may act on any such instructions which it reasonably and . Telephonic or oral Instructions shall be confirmed by methods established in good faith believes is such an Authorized Personaccordance with Section 4.2.1. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. Oral Instructions shall be confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, The Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given to the Custodian hereunder concerning such transactions. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructions; provided, however, that if the Custodian receives Instructions that it determines to be illegible, the Custodian shall promptly seek confirmation of such Instructions from the Authorized Person sending such instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions. The Funds Transfer Services Schedule (as defined in Section 13.14) and any Electronic and Online Services Schedule (as defined in Section 13.10) to this Agreement shall each comprise a designation of a means of delivering Instructions for purposes of this Section 4.2.

Appears in 1 contract

Samples: Custodian Agreement (Burnham Investors Trust)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Corporation or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are contained in Subsection (b), above) including Oral Instructions, and Instructions by SWIFT or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) through (c), it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Person, the Custodian may act on any such instructions which it reasonably and in good faith believes is such an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. Oral Instructions shall be confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, The Company Corporation agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the CompanyCorporation. The Company Corporation agrees that the Custodian shall incur no liability to the Company Corporation for acting upon Oral Instructions given to the Custodian hereunder concerning such transactions. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.

Appears in 1 contract

Samples: Custody Agreement (Spirit of America Investment Fund Inc)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Trust or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are contained in Subsection (b), above) including Oral Instructions, and Instructions by SWIFT or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) through (c), it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Person, the . Custodian may act on any such instructions which it reasonably and in good faith believes is such an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. Oral Instructions shall be confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, The Company the Trust agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the CompanyTrust. The Company Trust agrees that the Custodian shall incur no liability to the Company Trust for acting upon Oral Instructions given to the Custodian hereunder concerning such transactions. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructions. The provisions of Section 4A Article 4 of the Uniform Commercial Code as in effect in the State of Ohio from time to time shall apply to funds transfers performed in accordance with Instructions.

Appears in 1 contract

Samples: Custody Agreement (American Pension Investors Trust)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Fund or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are contained in Subsection (b)4.2.1, above) including Oral Instructions, and Instructions given orally or by SWIFT or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) 4.2.1 through (c)4.2.3, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Person, the Custodian may act on any circumstances (unless such instructions which it reasonably and in good faith believes method is such an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. Oral Instructions shall be confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, The Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions a secured or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given authenticated electro-mechanical product proprietary to the Custodian hereunder concerning such transactionsand offered to the Fund by the Custodian, which both parties hereby agree shall be deemed reasonable). With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, and that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed. If the Custodian determines that a telefax Instruction is illegible (e.g., the printed name, not the signature, on the telefax instruction must be identifiable), the Custodian shall promptly contact the person identified in the Instruction as the person to contact in the event of questions or issues with the transmittal or, if none, a contact at the Fund reasonably familiar to the Custodian in the context of said Instruction, and that request a legible telefax Instruction. Subject to the foregoing sentence, the Custodian shall not be liable for losses or expenses incurred through actions taken in reasonable good faith reliance on and in accordance with inaccurately transmitted or stated, illegible unauthorized telefax Instructions(unless, apart from said reasonable good faith reliance and action in accordance with inaccurately transmitted or stated, or unauthorized telefax instructionsInstructions, Custodian’s actual performance includes an act or omission constituting negligence, bad faith or willful misconduct). The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions. The Funds Transfer Services Agreement and the BBH Online Terms and Conditions shall each comprise a designation of a means of delivering Instructions for purposes of this Section 4.2.

Appears in 1 contract

Samples: Custodian and Transfer Agent Agreement (Northern Lights Fund Trust Ii)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Trust or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are contained in Subsection (b), above) including Oral Instructions, and Instructions by SWIFT or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) through (c), it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Person, the Custodian may act on any such instructions which it reasonably and in good faith believes is such an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. Oral Instructions shall be confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, The Company the Trust agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the CompanyTrust. The Company Trust agrees that the Custodian shall incur no liability to the Company Trust for acting upon Oral Instructions given to the Custodian hereunder concerning such transactions. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.

Appears in 1 contract

Samples: Custody Agreement (Endurance Series Trust)

Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company Fund or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are contained in Subsection (b), above) including Oral Instructions, and Instructions by SWIFT or telefax (whether tested or untested). When an Instruction is given by means established under Subsections (a) through (c), it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Person, the Custodian may act on any such instructions which it reasonably and in good faith believes is such an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. Oral Instructions shall be confirmed by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, The Company Fund agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the CompanyFund. The Company Fund agrees that the Custodian shall incur no liability to the Company Fund for acting upon Oral Instructions given to the Custodian hereunder concerning such transactions. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.

Appears in 1 contract

Samples: Custody Agreement (Z Seven Fund Inc)

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