Certain Representations and Warranties of DST. DST represents and warrants to the Fund that:
A. It is a corporation duly organized and existing and in good standing under the laws of Delaware;
B. It is duly qualified to carry on its business in the State of Missouri;
C. It is empowered under Applicable Laws and by its Articles of Incorporation and Bylaws to enter into and perform the Services contemplated in this Agreement;
D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act”) such registration has not been revoked, suspended or otherwise the subject of any proceeding before the SEC, and DST shall continue to maintain such registration as a transfer agent during the Term. DST will promptly notify the Funds in writing in the event of any material change in DST’s status as a registered transfer agent. Should DST fail to be registered with the appropriate federal agency as a transfer agent at any time during the Term of this Agreement, the Funds may, on written notice to DST, immediately terminate this Agreement;
E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;
F. It has and will continue to have and maintain any systems, operations, facilities and equipment, and sufficient and valid license (or other legally enforceable rights) in all software, necessary to perform its duties and obligations under this Agreement; and
G. It has, and will continue to have and maintain, the necessary personnel to perform the Services contemplated under this Agreement, and such personnel shall have and maintain in good standing during the term of this Agreement all required certificates, licenses or registrations related to their responsibilities in performing the Services; provided, however, that nothing in this Agreement is intended to, nor shall it, require DST to register its personnel with any self-regulatory organizations, unless such registration becomes required under law directly applicable to DST as a result of its registration as a transfer agent under the federal securities laws.
Certain Representations and Warranties of DST. DST represents and warrants to Fund that:
A. It is a corporation duly organized and existing and in good standing under the laws of Delaware.
B. It is duly qualified to carry on its business in the State of Missouri.
C. It is empowered under applicable laws and by its Articles of Incorporation and bylaws to enter into and perform the services contemplated in this Agreement.
D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934.
E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
F. It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
Certain Representations and Warranties of DST. DST represents and warrants to the Fund that:
A. It is a corporation duly organized and existing and in good standing under the laws of Delaware.
B. It is duly qualified to carry on its business in the State of Missouri.
C. It is empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the services contemplated in this Agreement.
D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934 (the "1934 Act").
E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
F. It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
G. It is in compliance with Securities and Exchange Commission ("SEC") regulations and is not subject to restrictions under Rule 17Ad.
H. Copies of DST's Rule 17Ad-13 reports will be provided to the Fund annually as and to the extent required under Rule 17Ad-13 under the 1934 Act.
I. Its fidelity bonding and minimum capital meet the transfer agency requirements of the New York Stock Exchange and the American Stock Exchange.
Certain Representations and Warranties of DST. DST represents and warrants to the Trust that:
A. It is a corporation duly organized and existing and in good standing under the laws of Delaware.
B. It is duly qualified to carry on its business in the State of Missouri.
C. It is empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the services contemplated in this Agreement.
D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended, (the "'34 Act") and it will remain so registered for the duration of this Agreement. It will promptly notify the Trust in the event of any material change in its status as a registered transfer agent. Should DST fail to be registered with the appropriate federal agency as a transfer agent at any time during this Agreement, the Trust may, on written notice to DST, immediately terminate this Agreement.
E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
F. It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
Certain Representations and Warranties of DST. DST represents and warrants to the Financial Product that:
A. It is a corporation duly organized and existing and in good standing under the laws of Delaware.
B. It is duly qualified to carry on its business in the State of Missouri.
C. It is empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the services contemplated in this Agreement.
D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act”).
E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
F. It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
Certain Representations and Warranties of DST. DST represents and warrants to the Fund that:
A. It is a corporation duly organized and existing and in good standing under the laws of Delaware.
B. It is duly qualified to carry on its business in the State of Missouri.
C. It is empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the services contemplated in this Agreement.
D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934 as amended (the "34 Act") and has complied with the SEC's regulations for registered transfer agents.
E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
F. It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
G. DST hereby represents and warrants that, properly used, the TA2000 System is capable of maintaining these records required to be maintained by a transfer agent under Section 17Ad(1)-(18) of the '34 Act for securities issued by open-end investment companies.
Certain Representations and Warranties of DST. DST represents and warrants to the Fund that:
A. It is a corporation duly organized and existing and in good standing under the laws of Delaware.
B. It is duly qualified to carry on its business in the State of Missouri.
C. It is empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the services contemplated in this Agreement.
D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and it is in material compliance with all applicable Federal, State or local laws, rules and regulations.
E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
F. It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
Certain Representations and Warranties of DST. DST represents and warrants to the Fund that: A. It is a corporation duly organized and existing and in good standing under the laws of Delaware.
Certain Representations and Warranties of DST. DST represents and warrants to the Fund that:
A. It is a corporation duly organized and existing and in good standing under the laws of Missouri.
B. It is duly qualified to carry on its business in the State of Missouri.
C. It is empowered under applicable laws and by its Articles of Incorporation and bylaws to enter into and perform the services contemplated in this Agreement.
D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934.
E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
F. It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
Certain Representations and Warranties of DST. DST represents and warrants to the Fund that:
A. It is a corporation duly organized and existing and in good standing under the laws of Delaware.
B. It is duly qualified to carry on its business in the State of Missouri.
C. It is empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the services contemplated in this Agreement.
D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and it will remain so registered for the duration of this Agreement. It will promptly notify the Fund in the event of any material change in its status as a registered transfer agent. The Fund may immediately terminate this Agreement upon written notice to DST, without penalty, if DST fails to remain registered as a transfer agent to the extent required by the 1934 Act and (i) fails to become re-registered within sixty (60) days following DST’s knowledge of its change in status; or (ii) the loss of DST’s registration as a transfer agent would, in the Fund’s reasonable opinion, materially negatively impact the Fund.
E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
F. It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
