Common use of Documents to be Filed with Appointment Clause in Contracts

Documents to be Filed with Appointment. In connection with the appointment of DST as Transfer Agent and Dividend Disbursing Agent for the Funds, the Funds shall provide DST with the following documents: A. A certified copy of the resolutions of the Board of Directors/Trustees, as appropriate, of the Funds appointing DST as Transfer Agent and Dividend Disbursing Agent, approving the form of this Agreement, and designating certain persons to sign stock certificates, if any, and give written instructions and requests on behalf of the Funds; B. DST acknowledges that in connection with the Prior Agreement, each Fund has previously filed with DST on or prior to the Effective Date the following documentation and each Fund hereby represents and warrants that each and all such documentation previously filed and any additional documentation provided by the Funds to DST contemporaneously with the execution of this Agreement remains true, accurate, complete and in full force and effect: (1) A certified copy of the Articles of Incorporation or Agreement and Declaration of Trust, as the case may be, of the Fund and all amendments thereto (the “Charter Documents”); (2) A certified copy of the Bylaws of the Fund; (3) Copies of registration statements on Form N-1A and amendments thereto (“Registration Statements”), filed with the U.S. Securities and Exchange Commission (the “SEC”); (4) Specimens of all forms of outstanding stock certificates, if any, in the forms approved by the Board of Directors or Board of Trustees, as the case may be (each, a “Board of Directors”), of the Fund, with a certificate of the Secretary or Assistant Secretary, evidencing such approval; (5) Specimens of the signatures of the officers of the Fund and individuals authorized to sign written instructions and requests; and (6) An opinion of counsel for the Fund with respect to: (i) The Fund’s organization and existence under the laws of its state of organization; (ii) The status under the Securities Act of 1933, as amended, (the “1933 Act”) and any other applicable federal or state statute of all shares of the Funds covered by the appointment of DST; and (iii) That all issued shares are, and all unissued shares will be, when issued, validly issued, fully paid and nonassessable. C. The Funds will promptly file with DST copies of all material amendments to the Charter Documents and Bylaws made after the date of this Agreement. D. The required copies of the Charter Documents of the Funds and copies of all amendments thereto will be certified by the applicable Secretary of State (or other appropriate official), and if such Charter Documents and amendments are required by law to be also filed with a county, city or other officer of official body, a certificate of such filing will appear on the certified copy submitted to DST. A copy of the order or consent of each governmental or regulatory authority required by law to the issuance of the stock will be certified by the Secretary or Clerk of such governmental or regulatory authority, under proper seal of such authority. The certified copy of the Bylaws and copies of all amendments thereto, and copies of resolutions of the Board of Directors of the Fund, will be certified by the Secretary or an Assistant Secretary of the Fund.

Documents to be Filed with Appointment. In connection with the appointment of DST as Transfer Agent and Dividend Disbursing Agent for the Funds, the Funds shall provide DST with the following documents: A. A certified copy of the resolutions of each Fund’s Board of Directors or Board of Trustees, as the case may be (each, a “Board of Directors/Trustees, as appropriate, of the Funds ”) appointing DST as Transfer Agent and Dividend Disbursing Agent, approving the form of this Agreement, and designating certain persons to sign stock certificates, if any, and give written instructions and requests on behalf of the Funds; B. DST acknowledges that in connection accordance with the Prior Agreement, each Fund has previously filed provided to DST, either through public filings with the U.S. Securities and Exchange Commission (the “SEC”) and notice to DST on of such filing or prior to the Effective Date by other means, the following documentation and documentation, which each Fund hereby represents and warrants that each and all such documentation previously filed and any additional documentation provided by the Funds to DST contemporaneously with the execution of this Agreement remains true, accurate, complete and in full force and effect: (1) A certified copy of the Articles of Incorporation or Agreement and Declaration of Trust, as the case may be, of the Fund and all amendments thereto (the “Charter DocumentsCharter”); (2) A certified copy of the The Bylaws of the Fund; (3) Copies of the Fund’s current registration statements statement on Form N-1A and amendments thereto N-1A, as amended (each a “Registration StatementsStatement”), ) filed with the U.S. Securities and Exchange Commission (the “SEC”); (4) Specimens of all forms of outstanding stock certificates, if any, in the forms approved by the Board of Directors or Board of Trustees, as the case may be (each, a “Fund’s Board of Directors”), of the Fund, with a certificate of the Secretary or Assistant Secretary, evidencing such approval; (5) Specimens of the signatures of the officers of the Fund and individuals authorized to sign written instructions and requests; and (65) An opinion of counsel for the Fund with respect to: (i) The Fund’s organization and existence under the laws of its state of organization; (ii) The status under the Securities Act of 1933, as amended, (the “1933 Act”) and any other applicable federal or state statute of all shares of the Funds covered by the appointment of DST; and (iii) That Whether all issued shares are, and all unissued shares will be, when issued, validly issued, fully paid and nonassessable. C. The Funds Each Fund will promptly file make accessible to DST, either through public filings with the SEC and notice to DST of such filing or other reasonable means, copies of all material amendments to the its current Charter Documents and Bylaws made after the date of this Agreement. D. The required Bylaws. Upon request, a Fund will provide copies of the (i) its Charter Documents of the Funds and copies of all amendments thereto will be or portions thereof, certified by the applicable Secretary of State (or other appropriate official), and if such Charter Documents and amendments are required by law to be also filed with a county, city or other officer of official body, a certificate of such filing will appear on the certified copy submitted to DST. A copy of the filing; (ii) any order or consent of each a governmental or regulatory authority required by law to for the issuance of the stock will be stock, certified by the Secretary or Clerk of such governmental or regulatory authority, under proper seal of such authority. The certified copy of the ; and (iii) its Bylaws and copies of all amendments thereto, thereto and copies of applicable resolutions of the its Board of Directors of the FundDirectors, will be certified by the Secretary or an Assistant Secretary of the Fund.