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 Agent for the Trust, there will be filed with DST the following documents: A. A certified copy of the resolutions of the Board of Directors/Trustees, as appropriate, of the Trust appointing DST as Agent, approving the form of this Agreement, and designating certain persons to sign or give written or oral instructions and requests on behalf of the Trust; B. A certified copy of the Articles of Incorporation/Declaration of Trust, as appropriate, of the Trust and all amendments thereto; C. A certified copy of the Bylaws/Articles, as appropriate, of the Trust and all amendments thereto; D. Copies of Registration Statements and amendments thereto, filed with the Securities and Exchange Commission; E. A certificate of the Trust as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options, if any; F. Specimens of the signatures of the officers of the Trust authorized to sign on behalf of the Trust generally and individuals authorized to sign written instructions and requests; G. An opinion of counsel for the Trust with respect to: i. The Trust’s organization and existence and status in good standing under the laws of its state of organization; ii. The Trust is duly qualified to carry on its business in the State of its organization; iii. The status of all shares of stock of the Trust covered by the appointment under the Securities Act of 1933, as amended, and any other applicable federal or state statute; iv. That all issued shares are, and all unissued shares will be, when issued, validly issued, fully paid and nonassessable. H. Statements as to (i) the existence or termination of any restrictions on the transfer of shares and in the application to or removal of any legend restricting the transfer of such shares, (ii) any authorized but unissued shares reserved for specific purposes, (iii) if any reserved shares are subject to option and, if so, the details of such reservation, and (iv) special instructions regarding dividends and information of any foreign securityholders.

Documents to be Filed with Appointment. In connection with the appointment of DST as Transfer Agent and Dividend Disbursing Agent for the TrustFunds (capitalized terms not otherwise defined herein shall have the meanings set forth in the Securities Exchange Act of 1934 (the “1934 Act”)) as defined in the 0000 Xxx) for the Funds, there will be filed with DST the following documents, each to the extent applicable: A. A certified copy of the resolutions of the Board of DirectorsManagers/TrusteesGeneral Partner, as appropriate, of the Trust Funds appointing DST as its Transfer Agent and Dividend Disbursing Agent, approving the form of this Agreement, and designating certain persons to sign or give written or oral instructions and requests on behalf of the TrustCompany and the Fund; B. A certified copy of the Articles of Incorporation/Declaration Articles of TrustOrganization/Certificate of Formation, or similar document, as appropriate, of the Trust Funds and all amendments thereto; C. A certified copy of the Bylaws/ArticlesOperating Agreement/Limited Liability Company Agreement, or similar document, as appropriate, of the Trust Funds and all amendments thereto; D. Copies of Registration Statements and amendments thereto, filed with the Securities and Exchange Commission; E. A certificate of the Trust Company with respect to each Fund as to the Shares limited partnership interest or other equity interests of the Fund authorized, issued and outstanding, as well as a description of all reserves of unissued Shares equity interest relating to the exercise of options, if any; F. Specimens of the signatures of the officers of the Trust Company and the Fund authorized to sign on behalf of the Trust Company and the Fund generally and individuals authorized to sign written instructions and requests;; and G. An opinion of counsel for the Trust with respect to: i. The Trust’s organization and existence and status in good standing under the laws of its state of organization; ii. The Trust is duly qualified to carry on its business in the State of its organization; iii. The status of all shares of stock of the Trust covered by the appointment under the Securities Act of 1933, as amended, and any other applicable federal or state statute; iv. That all issued shares are, and all unissued shares will be, when issued, validly issued, fully paid and nonassessable. H. Statements as to (i) the existence or termination of any restrictions on the transfer of shares equity interests and in the application to or removal of any legend restricting the transfer of such sharesequity interests, (ii) any authorized but unissued shares equity interests reserved for specific purposes, (iii) if any reserved shares equity interests are subject to option and, if so, the details of such reservation, and (iv) special instructions regarding dividends distributions and information of any foreign securityholdersholders of equity interest in the Funds.