Common use of CONCERNING THE TRANSFER AGENT Clause in Contracts

CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Company that: (a) It is a national banking association duly organized and existing under the laws of the United States of America. (b) It is empowered under applicable law and by its Charter and By-Laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended. 2. The Transfer Agent shall not be liable and shall be fully protected in acting upon any writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change of authority of any person until receipt of written notice thereof from the Fund or such person. 3. The Transfer Agent may, with the written consent of the Fund, employ agents or attorneys in fact to provide non-essential services at the expense of the Fund, and shall not be liable for any reasonable loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact. 4. The Transfer Agent shall keep such records in the form and manner, and for such period, as it may deem advisable but not inconsistent with the rules and regulations of appropriate government authorities in particular Rules 31a-2 and 31a-3 under the Investment Company Act of 1940, as amended. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations. The Fund shall assume all responsibility for any failure thereafter to produce any record, paper or other document so returned, if and when required. The records specified in Schedule I hereto maintained by the Transfer Agent pursuant to this paragraph 4, shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article VIII of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund. 5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its bad faith, negligence or willful misconduct. 6. The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instrument or order reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (iv) any Certificate or other instructions of an Officer; or (v) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.

CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Company Trust that: (a) It is a national banking association corporation duly organized and existing under the laws of the United States State of AmericaMissouri. (b) It is empowered under applicable law and by its Charter charter and By-Laws laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended. 2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tape or electronic data transmission, writing or document reasonably believed by it to be genuine and to have been signed or made by an Officer of the proper Trust or person or persons designated by the Trust and shall not be held to have any notice of any change of authority of any person until receipt of written notice thereof from the Fund Trust or such person. It shall also be protected in processing Share certificates which bear the proper countersignature of the Transfer Agent and which it reasonably believes to bear the proper manual or facsimile signature of the Officers of the Trust. 3. The Transfer Agent mayupon notice to the Trust may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates as it may deem advisable and consistent with the written consent of the Fund, employ agents or attorneys in fact to provide non-essential services at the expense of the Fund, such rules and shall not be liable for any reasonable loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-factregulations generally adopted by mutual fund transfer agents. 4. The Transfer Agent shall keep such records in the form and manner, and for such period, as it may deem advisable and is agreeable to the Fund, but not inconsistent with the rules and regulations of appropriate government authorities authorities, in particular Rules 31a-2 and 31a-3 under the Investment Company Act of 1940, as amended. The Transfer Agent acknowledges that such records are the property of the Trust. The Transfer Agent may deliver to the Fund Trust from time to time at its discretion, for safekeeping or disposition by the Fund Trust in accordance with law, such records, papers or other papers, documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations. The Fund Trust shall assume all responsibility for any failure thereafter to produce any record, paper paper, cancelled Share certificate or other document so returned, if and when required. The Such records specified in Schedule I hereto maintained by the Transfer Agent pursuant to this paragraph 4, which have not been previously delivered to the Trust pursuant to the foregoing provisions of this paragraph 4, shall be considered to be the property of the FundTrust, shall be made available upon request for inspection by the officersOfficers, employees, employees and auditors of the FundTrust, and records shall be delivered to the Fund Trust upon request and in any event upon the date of termination of this Agreement, as specified in Article VIII IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the FundTrust. 5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its bad faith, willful misfeasance, gross negligence or willful misconductreckless disregard of its duties under this Agreement. 6. (a) The Fund Trust shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's attorneys' fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by any prior transfer agent of the Trust or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without gross negligence or willful misconduct misfeasance or in reliance upon upon: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instrument instruction or order including, without limitation, any computer tape or electronic data transmission reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the FundTrust; (ivv) any Certificate or other instructions of an Officer; or (vvi) any opinion of legal counsel for the Fund Trust or the Transfer Agent; or (vii) any request by any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the NSCC (including, but not limited to, Networking and FundServ). The Fund Trust shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's attorneys' fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed. (b) The Transfer Agent shall not settle any claim, demand, expense or liability to which it may seek indemnity pursuant to paragraph 6(a) above (each, an "Indemnifiable Claim") without the express written consent of an Officer of the Trust. The Transfer Agent shall notify the Trust within fifteen (15) days of receipt of notification of an Indemnifiable Claim, provided that the failure by the Transfer Agent to furnish such notification shall not impair its right to seek indemnification from the Trust unless the Trust is unable to adequately defend the Indemnifiable Claim as a result of such failure, and further provided, that if as a result of the Transfer Agent's failure to provide the Trust with timely notice of the institution of litigation a judgment by default is entered, prior to seeking indemnification from the Trust, the Transfer Agent, at its own cost and expense, shall open such judgment. The Trust shall have the right to defend any Indemnifiable Claim at its own expense, provided that such defense shall be conducted by counsel selected by the Fund and reasonably acceptable to the Transfer Agent. The Transfer Agent may join in such defense at its own expense, but to the extent that it shall so desire the Fund shall direct such defense. The Trust shall not settle any Indemnifiable Claim without the express written consent of the Transfer Agent if the Transfer Agent determines that such settlement would have an adverse effect on the Transfer Agent beyond the scope of this Agreement. In such event, the Trust and the Transfer Agent shall each be responsible for their own defense at their own cost and expense, and such claim shall not be deemed an Indemnifiable Claim hereunder. If the Trust shall fail or refuse to defend an Indemnifiable Claim, the Transfer Agent may provide its own defense at the cost and expense of the Trust. Anything in this Agreement to the contrary notwithstanding, the Trust shall not indemnify the Transfer Agent against any liability or expense arising out of the Transfer Agent's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. The Transfer Agent shall indemnify and hold the Trust harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by the Transfer Agent as a result of the Transfer Agent's lack of good faith, gross negligence or willful misfeasance. 7. The Transfer Agent shall not be liable to the Trust with respect to any redemption draft on which the signature of the drawer is forged and which the Trust's Custodian has advised the Transfer Agent to honor the redemption (but nothing herein is meant to impose any duties upon the Trust's Custodian); nor shall the Transfer Agent be liable for any material alteration or absence or forgery of any endorsement, it being understood that the Transfer Agent's sole responsibility with respect to inspecting redemption drafts is to use reasonable care to verify the drawer's signature against signatures on file. 8. There shall be excluded from the consideration of whether the Transfer Agent has breached this Agreement in any way, any period of time, and only such period of time during which the Transfer Agent's performance is materially affected, by reason of circumstances beyond its control (collectively, "Causes"), including, without limitation, mechanical breakdowns of equipment (including any alternative power supply and operating systems software), flood or catastrophe, acts of God, failures of transportation, communication or power supply, strikes, lockouts, work stoppages or other similar circumstances. 9. At any time the Transfer Agent may apply to an Officer of the Trust for written instructions with respect to any matter arising in connection with the Transfer Agent's duties and obligations under this Agreement, and the Transfer Agent shall not be liable for any action taken or permitted by it in good faith in accordance with such written instructions. Such application by the Transfer Agent for written instructions from an Officer of the Trust may set forth in writing any action proposed to be taken or omitted by the Transfer Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. The Transfer Agent shall not be liable for any action taken or omitted in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting any such action, the Transfer Agent has received written instructions in response to such application specifying the action to be taken or omitted. The Transfer Agent may consult counsel of the Trust, or upon notice to the Trust, its own counsel, at the expense of the Fund and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of counsel to the Trust or its own counsel. 10. The Transfer Agent may issue new Share certificates in place of certificates represented to have been lost, stolen or destroyed upon receiving written instructions from the shareholder accompanied by proof of an indemnity or surety bond issued by a recognized insurance institution specified by the Trust or the Transfer Agent. If the Transfer Agent receives written notification from the shareholder or broker dealer that the certificate issued was never received, and such notification is made within thirty (30) days of the date of issuance, the Transfer Agent may reissue the certificate without requiring a surety bond. The Transfer Agent may also reissue certificates which are represented as lost, stolen or destroyed without requiring a surety bond provided that the notification is in writing and accompanied by an indemnification signed on behalf of a member firm of the New York Stock Exchange and signed by an officer of said firm with the signature guaranteed. Notwithstanding the foregoing, the Transfer Agent will reissue a certificate upon written authorization from an Officer of the Trust. 11. In case of any requests or demands for the inspection of the shareholder records of the Trust, the Transfer Agent will endeavor to notify the Trust promptly and to secure instructions from an Officer as to such inspection. The Transfer Agent reserves the right, however, to exhibit the shareholder records to any person whenever it receives an opinion from its counsel that there is a reasonable likelihood that the Transfer Agent will be held liable for the failure to exhibit the shareholder records to such person; provided, however, that in connection with any such disclosure the Transfer Agent shall promptly notify the Trust that such disclosure has been made or is to be made. 12. At the request of an Officer of the Trust, the Transfer Agent will address and mail such appropriate notices to shareholders as the Trust may direct. 13. Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (a) The legality of the issue or sale of any Shares, the sufficiency of the amount to be received therefor, or the authority of the Approved Institution or of the Trust, as the case may be, to request such sale or issuance; (b) The legality of a transfer of Shares, or of a redemption of any Shares, the propriety of the amount to be paid therefor, or the authority of the Approved Institution or of the Trust, as the case may be, to request such transfer or redemption; (c) The legality of the declaration of any dividend by the Fund, or the legality of the issue of any Shares in payment of any stock dividend; or (d) The legality of any recapitalization or readjustment of Shares. 14. The Transfer Agent shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Transfer Agent.

CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Company Trust that: (a) It is a national banking association duly organized and existing under the laws of the United States of America. (b) It is empowered under applicable law and by its Charter and By-Laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended. 2. The Transfer Agent shall not be liable and shall be fully protected in acting upon any writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change of authority of any person until receipt of written notice thereof from the Fund Trust or such person. 3. The Transfer Agent may, with the written consent of the FundTrust, employ agents or attorneys in fact to provide non-essential services at the expense of the FundTrust, and shall not be liable for any reasonable loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact. 4. The Transfer Agent shall keep such records in the form and manner, and for such period, as it may deem advisable but not inconsistent with the rules and regulations of appropriate government authorities in particular Rules 31a-2 31a-7 and 31a-3 under the Investment Company Act of 1940, as amended. The Transfer Agent may deliver to the Fund Trust from time to time at its discretion, for safekeeping or disposition by the Fund fund in accordance with law, such records, papers or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations. The Fund Trust shall assume all responsibility for any failure thereafter to produce any record, paper or other document so returned, if and when required. The records specified in Schedule I 1 hereto maintained by the Transfer Agent pursuant to this paragraph 4, shall be considered to be the property of the Fundfund, shall be made available upon request for inspection inspections by the officers, employees, and auditors of the FundTrust, and records shall be delivered to the Fund fund upon request and in any event upon the date of termination of this Agreement, as specified in Article VIII of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the FundTrust. 5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its bad faith, negligence or willful misconduct. 6. The Fund Trust shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instrument or order reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the FundTrust; (iv) any Certificate or other instructions instrument of an Officer; or (v) any opinion of legal counsel for the Fund Trust or the Transfer Agent. The Fund Trust shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.

CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Company Trust that: (a) It is a national banking association corporation duly organized and existing under the laws of the United States State of AmericaMissouri. (b) It is empowered under applicable law and by its Charter charter and By-Laws laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended. 2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tape or electronic data transmission, writing or document reasonably believed by it to be genuine and to have been signed or made by an Officer of the proper Trust or person or persons designated by the Trust and shall not be held to have any notice of any change of authority of any person until receipt of written notice thereof from the Fund Trust or such person. It shall also be protected in processing Share certificates that bear the proper countersignature of the Transfer Agent and that it reasonably believes to bear the proper manual or facsimile signature of the Officers of the Fund. 3. The Transfer Agent mayupon notice to the Trust may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates as it may deem advisable and consistent with the written consent of the Fund, employ agents or attorneys in fact to provide non-essential services at the expense of the Fund, such rules and shall not be liable for any reasonable loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-factregulations generally adopted by mutual fund transfer agents. 4. The Transfer Agent shall keep such records in the form and manner, and for such period, as it may deem advisable and is agreeable to the Fund, but not inconsistent with the rules and regulations of appropriate government authorities authorities, in particular Rules 31a-2 and 31a-3 under the Investment Company Act 1940 Act. The Transfer Agent acknowledges that such records are the property of 1940, as amendedthe Trust. The Transfer Agent may deliver to the Fund Trust from time to time at its discretion, for safekeeping or disposition by the Fund Trust in accordance with law, such records, papers or other papers, documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations. The Fund Trust shall assume all responsibility for any failure thereafter to produce any record, paper paper, cancelled Share certificate or other document so returned, if and when required. The Such records specified in Schedule I hereto maintained by the Transfer Agent pursuant to this paragraph 4, which have not been previously delivered to the Trust pursuant to the foregoing provisions of this paragraph 4, shall be considered to be the property of the FundTrust, shall be made available upon request for inspection by the officersOfficers, employees, employees and auditors of the FundTrust, and records shall be delivered to the Fund Trust upon request and in any event upon the date of termination of this Agreement, as specified in Article VIII IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the FundTrust. 5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its bad faith, willful misfeasance, gross negligence or willful misconductreckless disregard of its duties under this Agreement. 6. (a) The Fund Trust shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's attorneys' fees) and liabilities of any and every nature which that the Transfer Agent may sustain or incur or which that may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by any prior transfer agent of the Trust or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without gross negligence or willful misconduct misfeasance or in reliance upon upon: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instrument instruction or order including, without limitation, any computer tape or electronic data transmission reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the FundTrust; (ivv) any Certificate or other instructions of an Officer; or (vvi) any opinion of legal counsel for the Fund Trust or the Transfer Agent; or (vii) any request by any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the NSCC (including, but not limited to, Networking and FundServ). The Fund Trust shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's attorneys' fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which that may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed. (b) The Transfer Agent shall not settle any claim, demand, expense or liability to which it may seek indemnity pursuant to paragraph 6(a) above (each, an "Indemnifiable Claim") without the express written consent of an Officer of the Trust. The Transfer Agent shall notify the Trust within fifteen (15) days of receipt of notification of an Indemnifiable Claim, provided that the failure by the Transfer Agent to furnish such notification shall not impair its right to seek indemnification from the Trust unless the Trust is unable to defend adequately the Indemnifiable Claim as a result of such failure, and further provided that, if as a result of the Transfer Agent's failure to provide the Trust with timely notice of the institution of litigation, a judgment by default is entered, but, prior to seeking indemnification from the Trust, the Transfer Agent, at its own cost and expense, shall open such judgment. The Trust shall have the right to defend any Indemnifiable Claim at its own expense, provided that such defense shall be conducted by counsel selected by the Trust and reasonably acceptable to the Transfer Agent. The Transfer Agent may join in such defense at its own expense, but to the extent that it shall so desire the Trust shall direct such defense. The Trust shall not settle any Indemnifiable Claim without the express written consent of the Transfer Agent if the Transfer Agent determines that such settlement would have an adverse effect on the Transfer Agent beyond the scope of this Agreement. In such event, the Trust and the Transfer Agent shall each be responsible for their own defense at their own cost and expense, and such claim shall not be deemed an Indemnifiable Claim hereunder. If the Trust shall fail or refuse to defend an Indemnifiable Claim, the Transfer Agent may provide its own defense at the cost and expense of the Fund. Anything in this Agreement to the contrary notwithstanding, the Trust shall not indemnify the Transfer Agent against any liability or expense arising out of the Transfer Agent's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. The Transfer Agent shall indemnify and hold the Trust harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by the Transfer Agent as a result of the Transfer Agent's failure to comply with the Agreement, lack of good faith, gross negligence or willful misfeasance. 7. The Transfer Agent shall not be liable to the Trust with respect to any redemption draft on which the signature of the drawer is forged and which the Fund's Custodian has advised the Transfer Agent to honor the redemption (but nothing herein is meant to impose any duties upon the Fund's Custodian); nor shall the Transfer Agent be liable for any material alteration or absence or forgery of any endorsement, it being understood that the Transfer Agent's sole responsibility with respect to inspecting redemption drafts is to use reasonable care to verify the drawer's signature against signatures on file. 8. There shall be excluded from the consideration of whether the Transfer Agent has breached this Agreement in any way, any period of time, and only such period of time during which the Transfer Agent's performance is materially affected, by reason of circumstances beyond its control (collectively, "Causes"), including, without limitation, mechanical breakdowns of equipment (including any alternative power supply and operating systems software), flood or catastrophe, acts of God, failures of transportation, communication or power supply, strikes, lockouts, work stoppages or other similar circumstances. 9. At any time, the Transfer Agent may apply to an Officer of the Trust for written instructions with respect to any matter arising in connection with the Transfer Agent's duties and obligations under this Agreement, and the Transfer Agent shall not be liable for any action taken or permitted by it in good faith in accordance with such written instructions. Such application by the Transfer Agent for written instructions from an Officer of the Trust may set forth in writing any action proposed to be taken or omitted by the Transfer Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. The Transfer Agent shall not be liable for any action taken or omitted in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting any such action, the Transfer Agent has received written instructions in response to such application specifying the action to be taken or omitted. The Transfer Agent may consult counsel of the Fund, or upon notice to the Fund, its own counsel, at the expense of the Trust and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of counsel to the Trust or its own counsel. 10. The Transfer Agent may issue new Share certificates in place of certificates represented to have been lost, stolen or destroyed upon receiving written instructions from the shareholder accompanied by proof of an indemnity or surety bond issued by a recognized insurance institution specified by the Trust or the Transfer Agent. If the Transfer Agent receives written notification from the shareholder or broker dealer that the certificate issued was never received, and such notification is made within thirty (30) days of the date of issuance, the Transfer Agent may reissue the certificate without requiring a surety bond. The Transfer Agent may also reissue certificates that are represented as lost, stolen or destroyed without requiring a surety bond provided that the notification is in writing and accompanied by an indemnification signed on behalf of a member firm of the New York Stock Exchange and signed by an officer of said firm with the signature guaranteed. Notwithstanding the foregoing, the Transfer Agent will reissue a certificate upon written authorization from an Officer of the Trust. 11. In case of any requests or demands for the inspection of the shareholder records of the Fund, the Transfer Agent will endeavor to notify the Trust promptly and to secure instructions from an Officer as to such inspection. The Transfer Agent reserves the right, however, to exhibit the shareholder records to any person whenever it receives an opinion from its counsel that there is a reasonable likelihood that the Transfer Agent will be held liable for the failure to exhibit the shareholder records to such person; provided, however, that in connection with any such disclosure the Transfer Agent shall promptly notify the Trust that such disclosure has been made or is to be made. 12. At the request of an Officer of the Trust, the Transfer Agent will address and mail such appropriate notices to shareholders as the Trust may direct. 13. Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (a) The legality of the issue or sale of any Shares, the sufficiency of the amount to be received therefor, or the authority of the Approved Institution or of the Trust, as the case may be, to request such sale or issuance; (b) The legality of a transfer of Shares, or of a redemption of any Shares, the propriety of the amount to be paid therefor, or the authority of the Approved Institution or of the Trust, as the case may be, to request such transfer or redemption; (c) The legality of the declaration of any dividend by the Trust, or the legality of the issue of any Shares in payment of any dividend; or (d) The legality of any recapitalization or readjustment of Shares. 14. The Transfer Agent shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Transfer Agent.