Authorized Person shall mean each person, whether or not an officer or an employee of the Managing Owner, duly authorized by the Managing Owner to execute this Agreement and to give Instructions on behalf of such Trust as set forth in Exhibit B hereto and each Authorized Persons scope of authority may be limited by setting forth such limitation in a written document signed by BNY Mellon and the applicable Trust. From time to time, a Trust may deliver a new Exhibit B or other writing amending Exhibit B to add or delete any person and in the absence of a writing amending Exhibit B, BNY Mellon shall be entitled to rely on the last Exhibit B actually received by BNY Mellon.
BNY Mellon Affiliate shall mean any office, branch, or subsidiary of The Bank of New York Mellon Corporation.
Confidential Information shall have the meaning given in Section 20 of this Agreement.
Documents shall mean such other documents, including, but not limited to, resolutions of the board of the Managing Owner, including resolutions authorizing the execution, delivery and performance of this Agreement by a Trust, and opinions of outside counsel, as BNY Mellon may reasonably request from time to time, in connection with its provision of services under this Agreement.
Instructions shall mean Oral Instructions or written communications actually received by BNY Mellon by S.W.I.F.T., tested telex, letter, facsimile transmission, or other method or system specified by BNY Mellon as available for use in connection with the services hereunder, from an Authorized Person or person believed in good faith to be an Authorized Person.
Net Asset Value shall mean the per share value of a Fund, calculated in the manner described in a Funds Offering Materials and its applicable pricing policy.
Offering Materials shall mean a Funds currently effective prospectus and statement of additional information most recently filed by a Trust on behalf of a Fund with the SEC relating to shares of a Fund, based on a currently-effective registration statement for such Trust.
Organizational Documents shall mean certified copies of a Trusts articles of incorporation, certificate of incorporation, certificate of formation or organization, certificate of limited partnership, declaration of trust, by-laws, limited partnership agreement, memorandum of association, limited liability company agreement, operating agreement, confidential offering memorandum, material contracts, Offering Materials, all SEC exemptive orders issued to a Trust, required filings or similar documents of formation or organization, as applicable, delivered to and received by BNY Mellon.
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