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.

Appears in 5 contracts

Samples: Services Agreement (North American Government Bond Fund Inc), Isi Funds (Managed Municipal Fund Inc), Isi Funds (Isi Strategy Fund Inc)

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ISSUANCE AND TRANSFER OF SHARES. (a) Citigroup Forum 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 Forum for any liability arising from its the failure of the Investment Company to comply with that section or the rules thereunder.

Appears in 3 contracts

Samples: Transfer Agency and Services Agreement (BBH Fund Inc), Transfer Agency and Services Agreement (BBH Prime Institutional Money Market Fund Inc), Agency and Services Agreement (BBH Trust)

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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.

Appears in 1 contract

Samples: Agency and Services Agreement (BBH Trust)

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