Common use of ISSUANCE AND TRANSFER OF SHARES Clause in Contracts

ISSUANCE AND TRANSFER OF SHARES. (a) Citigroup shall make original issues of Shares of each Fund and Class thereof in accordance with the applicable Company's then-current prospectus only upon receipt of (i) instructions requesting the issuance, (ii) a certified copy of a resolution of the Board authorizing the issuance, (iii) necessary funds for the payment of any original issue tax applicable to such Shares, and (iv) an opinion of the Company's counsel as to the legality and validity of the issuance, which opinion may provide that it is contingent upon the filing by the Company of an appropriate notice with the SEC, as required by Section 24 of the 1940 Act or the rules thereunder. If the opinion described in (iv) above is contingent upon a filing under Section 24 of the 1940 Act, the Company shall indemnify Citigroup for any liability arising from its failure to comply with that section or the rules thereunder. (b) Transfers of Shares of each Fund and Class thereof shall be registered on the Shareholder records maintained by Citigroup. In registering transfers of Shares, Citigroup may rely upon the Uniform Commercial Code as in effect in the State of Delaware or any other statutes that, in the opinion of Citigroup's counsel, protect Citigroup and the Company from APPENDIX B -- SERVICES SCHEDULE liability arising from (i) not requiring complete documentation, (ii) registering a transfer without an adverse claim inquiry, (iii) delaying registration for purposes of such inquiry or (iv) refusing registration whenever an adverse claim requires such refusal. As transfer agent, Citigroup will be responsible for delivery to the transferor and transferee of such documentation as is required by the Uniform Commercial Code.

ISSUANCE AND TRANSFER OF SHARES. (a) Citigroup shall make original issues of Shares of each Fund and Class thereof in accordance with the applicable Company's then-current prospectus only upon receipt of (i) instructions requesting the issuance, (ii) a certified copy of a resolution of the Board authorizing the issuance, (iii) necessary funds for the payment of any original issue tax applicable to such Shares, and (iv) an opinion of the Company's counsel as to the legality and validity of the issuance, which opinion may provide that it is contingent upon the filing by the Company of an appropriate notice with the SEC, as required by Section 24 of the 1940 Act or the rules thereunder. If the opinion described in (iv) above is contingent upon a filing under Section 24 of the 1940 Act, the Company shall indemnify Citigroup for any liability arising from its failure to comply with that section or the rules thereunder. (b) Transfers of Shares of each Fund and Class thereof shall be registered on the Shareholder records maintained by Citigroup. In registering transfers of Shares, Citigroup may APPENDIX B -- SERVICES SCHEDULE rely upon the Uniform Commercial Code as in effect in the State of Delaware or any other statutes that, in the opinion of Citigroup's counsel, protect Citigroup and the Company from APPENDIX B -- SERVICES SCHEDULE liability arising from (i) not requiring complete documentation, (ii) registering a transfer without an adverse claim inquiry, (iii) delaying registration for purposes of such inquiry or (iv) refusing registration whenever an adverse claim requires such refusal. As transfer agent, Citigroup will be responsible for delivery to the transferor and transferee of such documentation as is required by the Uniform Commercial Code.

ISSUANCE AND TRANSFER OF SHARES. (a) Citigroup shall make original issues of Shares of each Fund and Class thereof in accordance with the applicable CompanyTrust's then-then current prospectus Prospectus for each Fund only upon receipt of (i) instructions requesting the issuance, (ii) a certified copy of a resolution of the Board Trustees authorizing the issuance, which copy may pre-date the date of this Agreement but must be certified as genuine by the Secretary of the Trust, (iii) necessary funds for the payment of any original issue tax applicable to such Shares, and (iv) an opinion of the CompanyTrust's counsel as to the legality and validity of the issuance, which opinion may provide that it is contingent upon the filing by the Company Trust of an appropriate notice with the SEC, as required by Section 24 of the 1940 Act or the rules thereunder. If the opinion described in (iv) above is contingent upon a filing under Section 24 of the 1940 Act, the Company Trust shall indemnify Citigroup for any liability arising from its the failure of the Trust to comply with that section or the rules thereunder. (b) Transfers of Shares of each Fund and Class thereof shall be registered on the Shareholder records maintained by Citigroup. In registering transfers of Shares, Citigroup may rely upon the Uniform Commercial Code as in effect in the State of Delaware or any other statutes that, in the opinion of Citigroup's counsel, protect Citigroup and the Company Trust from APPENDIX B -- SERVICES SCHEDULE liability arising from (i) not requiring complete documentation, (ii) registering a transfer without an adverse claim inquiry, (iii) delaying registration for purposes of such inquiry or (iv) refusing registration whenever an adverse claim requires such refusal. As transfer agent, Citigroup will be responsible for delivery to the transferor and transferee of such documentation as is required by the Uniform Commercial Code.

ISSUANCE AND TRANSFER OF SHARES. (a) Citigroup shall make original issues of Shares of each Fund and Class thereof in accordance with the applicable Investment Company's then-then current prospectus only upon receipt of (i) instructions requesting the issuance, (ii) a certified copy of a resolution of the Board authorizing the issuance, (iii) necessary funds for the payment of any original issue tax applicable to such Shares, and (iv) an opinion of the Investment Company's counsel as to the legality and validity of the issuance, which opinion may provide that it is contingent upon the filing by the Investment Company of an appropriate notice with the SEC, as required by Section 24 of the 1940 Act or the rules thereunder. If the opinion described in (iv) above is contingent upon a filing under Section 24 of the 1940 Act, the Investment Company shall indemnify Citigroup for any liability arising from its the failure of the Investment Company to comply with that section or the rules thereunder. (b) Transfers of Shares of each Fund and Class thereof shall be registered on the Shareholder records maintained by Citigroup. In registering transfers of Shares, Citigroup may rely upon the Uniform Commercial Code as in effect in the State of Delaware Maryland for BBH Fund, Inc., BBH Common Settlement Fund, Inc. and BBH Common Settlement Fund II, Inc.; and the Commonwealth of Massachusetts for BBH Investment Company, or any other statutes that, in the opinion of Citigroup's counsel, protect Citigroup and the Investment Company from APPENDIX B -- SERVICES SCHEDULE liability arising from (i) not requiring complete documentation, (ii) registering a transfer without an adverse claim inquiry, (iii) delaying registration for purposes of such inquiry or (iv) refusing registration whenever an adverse claim requires such refusal. As transfer agentTransfer Agent, Citigroup will be responsible for delivery to the transferor and transferee of such documentation as is required by the Uniform Commercial Code.