Common use of ISSUANCE AND TRANSFER OF SHARES Clause in Contracts

ISSUANCE AND TRANSFER OF SHARES. (a) ISSUANCE OF SHARES. TFS shall make original issues of Shares of each Fund and Class thereof in accordance with the Trust’s then current prospectus only upon receipt of (i) instructions requesting the issuance, (ii) a certified copy of a resolution of the Board of Trustees (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 Trust’s counsel as to the legality and validity of the issuance, which opinion may provide that it is contingent upon the filing by the 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 Trust shall indemnify TFS for any liability arising from the failure of the Trust to comply with that section or the rules thereunder.