Common use of Covenants of the Company and the Bank Clause in Contracts

Covenants of the Company and the Bank. 9.1 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Articles of Incorporation and By-Laws of the Company and all amendments thereto. (c) Shares will be transferred upon presentation to the Bank of Shares to its electronic account at DTC, accompanied by such documents as the Bank deems necessary to evidence the authority of the person making such transfer, and bearing satisfactory evidence of the payment of applicable stock transfer taxes, if any. In the case of small estates where no administration is contemplated, the Bank may, when furnished with an appropriate surety bond, and without further approval of the Company, transfer Shares registered in the name of the decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by the various states. The Bank reserves the right to refuse to transfer Shares until it is satisfied that the endorsements on documents submitted to it are valid and genuine, and for that purpose it may require, unless otherwise instructed by an Officer of the Company, a guaranty of signature by an "eligible guarantor institution" meeting the requirements of the Bank, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Bank in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The Bank also reserves the right to refuse to transfer Shares until it is satisfied that the requested transfer is legally authorized, and it shall incur no liability for the refusal in good faith to make transfers which the Bank, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer. The Bank may, in effecting transfers of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Company shall indemnify the Bank for any act done or omitted by it in good faith in reliance upon such laws. (d) The Bank assumes no responsibility with respect to the transfer of restricted securities where counsel for the Company advises that such transfer may be properly effected. 9.2 The Company shall deliver to the Bank, at its request, the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued: (a) An opinion of counsel for the Company, in a form satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefore), (ii) the status of the Company with regard to the Investment Company Act of 1940, as amended, and (iii) the due and proper listing of the Shares on all applicable securities exchanges; and (b) In the case of an increase, if the appointment of the Bank was theretofore expressly limited, a certified copy of a resolution of the Board of Directors of the Company increasing the authority of the Bank. 9.3 Prior to the issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Company shall deliver, if requested by the Bank, the following documents to the Bank: (a) A certified copy of the resolutions adopted by the Board of Directors and/or the shareholders of the Company authorizing such issuance of additional Shares of the Company or such reduction, as the case may be; (b) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be, and an opinion of counsel for the Company that no other order or consent is required; and (c) An opinion of counsel for the Company, in a form satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefore), (ii) the status of the Company with regard to the Investment Company Act of 1940, as amended, and (iii) the due and proper listing of the Shares on all applicable securities exchanges; and 9.4 The Bank agrees that all records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Company and will be preserved, maintained and made available upon reasonable request, and will be surrendered promptly to the Company on and in accordance with its request. 9.5 The Bank and the Company agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be, or may become required by law, by administrative or judicial order or by rule. 9.6 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may reasonably be expected to be held liable for the failure to exhibit the Shareholder records to such person. 9.7 Bank shall file such appropriate information returns concerning the payment and composition of dividends and capital gain distributions and tax withholding with the proper Federal, State and local authorities as are required by law to be filed by the Company and shall withhold such sums as are required to be withheld by applicable law.

Covenants of the Company and the Bank. 9.1 6.01. The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Directors Trustees of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Articles Declaration of Incorporation Trust and By-Laws of the Company and all amendments thereto. (c) Shares will be transferred upon presentation 6.02. The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Bank Company for safekeeping of Shares to its electronic account at DTCstock certificates, accompanied by such documents as the Bank deems necessary to evidence the authority of the person making such transfer, check forms and bearing satisfactory evidence of the payment of applicable stock transfer taxesfacsimile signature imprinting devices, if any. In ; and for the case of small estates where no administration is contemplated, the Bank may, when furnished with an appropriate surety bondpreparation or use, and without further approval for keeping account, of the Companysuch certificates, transfer Shares registered in the name of the decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by the various statesforms and devices. 6.03. The Bank reserves the right to refuse to transfer Shares until it shall at all times maintain insurance coverage which is satisfied that the endorsements on documents submitted to it are valid reasonable and genuine, customary in light of its duties hereunder and for that purpose it may require, unless otherwise instructed by an Officer of the Company, a guaranty of signature by an "eligible guarantor institution" meeting the requirements of the Bank, which requirements include membership or participation in STAMP or such its other "signature guarantee program" as may be determined by the Bank in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedobligations and activities. 6.04. The Bank also reserves shall keep records relating to the right services to refuse to transfer Shares until it is satisfied that the requested transfer is legally authorized, and it shall incur no liability for the refusal in good faith to make transfers which the Bankbe performed hereunder, in its judgment, deems improper or unauthorized, or until the form and manner as it is satisfied that there is no basis to any claims adverse to such transfermay deem advisable. The Bank may, in effecting transfers To the extent required by Section 31 of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Company shall indemnify the Bank for any act done or omitted by it in good faith in reliance upon such laws. (d) The Bank assumes no responsibility with respect to the transfer of restricted securities where counsel for the Company advises that such transfer may be properly effected. 9.2 The Company shall deliver to the Bank, at its request, the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued: (a) An opinion of counsel for the Company, in a form satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefore), (ii) the status of the Company with regard to the Investment Company Act of 1940, as amended, and (iii) the due and proper listing of the Shares on all applicable securities exchanges; and (b) In the case of an increase, if the appointment of the Bank was theretofore expressly limited, a certified copy of a resolution of the Board of Directors of the Company increasing the authority of the Bank. 9.3 Prior to the issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstandingRules thereunder, the Company shall deliver, if requested by the Bank, the following documents to the Bank: (a) A certified copy of the resolutions adopted by the Board of Directors and/or the shareholders of the Company authorizing such issuance of additional Shares of the Company or such reduction, as the case may be; (b) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be, and an opinion of counsel for the Company that no other order or consent is required; and (c) An opinion of counsel for the Company, in a form satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefore), (ii) the status of the Company with regard to the Investment Company Act of 1940, as amended, and (iii) the due and proper listing of the Shares on all applicable securities exchanges; and 9.4 The Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder and those records that the Company and the Bank agree from time to time to be the records of the Company are the property of the Company and will be preserved, maintained and made available upon reasonable requestin accordance with such Section and Rules, and will be surrendered promptly to the Company on and in accordance with its request. Records surrendered hereunder shall be in machine readable form, except to the extent that the Bank has maintained such a record only in paper form. 9.5 6.05. The Bank and the Company agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, confidential and shall not be voluntarily disclosed to any other person, except as may be, or may become be required by law, by administrative or judicial order or by rule. 9.6 6.06. In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may reasonably be expected to be held liable for the failure to exhibit the Shareholder records to such person. 9.7 6.07. The Bank agrees to maintain redundant facilities or a compatible configuration and to backup the Company's master and input files and to store such files in a secure off-premises location so that in the event of a power failure or other interruption of whatever cause at its principal place of business, the Company's records are maintained intact and transactions can be processed at another location. 6.08. The Bank acknowledges that the Company, as a registered investment company under the Investment Company Act of 1940, as amended, (the "Act") is subject to the provisions of the Act and the rules and regulations thereunder, and that the offer and sale of the Company's Shares are subject to the provisions of federal and state laws and regulations applicable to the offer and sale of securities. The Company acknowledges that the Bank is not responsible for the Company's compliance with such laws and regulations. If the Company advises the Bank that a procedure of the Bank related to the discharge of its obligations hereunder has or may have the effect of causing the Company to violate any of such laws or regulations, the Bank shall file use its best efforts to develop a mutually agreeable alternative procedure which does not have such appropriate information returns concerning the payment and composition of dividends and capital gain distributions and tax withholding with the proper Federal, State and local authorities as are required by law to be filed by the Company and shall withhold such sums as are required to be withheld by applicable laweffect.

Covenants of the Company and the Bank. 9.1 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Articles of Incorporation and By-Laws of the Company and all amendments thereto. (c) Shares will be transferred upon presentation to the Bank of Shares to its electronic account at DTC, accompanied by such documents as the Bank deems necessary to evidence the authority of the person making such transfer, and bearing satisfactory evidence of the payment of applicable stock transfer taxes, if any. In the case of small estates where no administration is contemplated, the Bank may, when furnished with an appropriate surety bond, and without further approval of the Company, transfer Shares registered in the name of the decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by the various states. The Bank reserves the right to refuse to transfer Shares until it is satisfied that the endorsements on documents submitted to it are valid and genuine, and for that purpose it may require, unless otherwise instructed by an Officer of the Company, a guaranty of signature by an "“eligible guarantor institution" ” meeting the requirements of the Bank, which requirements include membership or participation in STAMP or such other "“signature guarantee program" ” as may be determined by the Bank in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The Bank also reserves the right to refuse to transfer Shares until it is satisfied that the requested transfer is legally authorized, and it shall incur no liability for the refusal in good faith to make transfers which the Bank, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer. The Bank may, in effecting transfers of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Company shall indemnify the Bank for any act done or omitted by it in good faith in reliance upon such laws. (d) The Bank assumes no responsibility with respect to the transfer of restricted securities where counsel for the Company advises that such transfer may be properly effected. 9.2 The Company shall deliver to the Bank, at its request, the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued: (a) An opinion of counsel for the Company, in a form satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefore), (ii) the status of the Company with regard to the Investment Company Act of 1940, as amended, and (iii) the due and proper listing of the Shares on all applicable securities exchanges; and (b) In the case of an increase, if the appointment of the Bank was theretofore expressly limited, a certified copy of a resolution of the Board of Directors of the Company increasing the authority of the Bank. 9.3 Prior to the issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Company shall deliver, if requested by the Bank, the following documents to the Bank: (a) A certified copy of the resolutions adopted by the Board of Directors and/or the shareholders of the Company authorizing such issuance of additional Shares of the Company or such reduction, as the case may be; (b) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be, and an opinion of counsel for the Company that no other order or consent is required; and (c) An opinion of counsel for the Company, in a form satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefore), (ii) the status of the Company with regard to the Investment Company Act of 1940, as amended, and (iii) the due and proper listing of the Shares on all applicable securities exchanges; and 9.4 The Bank agrees that all records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Company and will be preserved, maintained and made available upon reasonable request, and will be surrendered promptly to the Company on and in accordance with its request. 9.5 The Bank and the Company agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be, or may become required by law, by administrative or judicial order or by rule. 9.6 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may reasonably be expected to be held liable for the failure to exhibit the Shareholder records to such person. 9.7 Bank shall file such appropriate information returns concerning the payment and composition of dividends and capital gain distributions and tax withholding with the proper Federal, State and local authorities as are required by law to be filed by the Company and shall withhold such sums as are required to be withheld by applicable law.