Common use of RECAPITALIZATION OR CAPITAL ADJUSTMENT Clause in Contracts

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate authorizing the issuance of Share certificates in the new form; (b) A certified copy of any amendment to the Articles of Incorporation with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and (d) An opinion of counsel for the Fund with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor). 2. To the extent that the Fund issues certificates to its shareholders pursuant to its current prospectus, the Fund shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be properly signed by Officers of the Fund authorized by law or by the by-laws to sign Share certificates and, if required, shall bear the corporate seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this section.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate authorizing the issuance of Share certificates in the new form; (b) A certified copy of any amendment to the Agreement and Declaration of Trust or Articles of Incorporation with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Fund's Board, with a Certificate signed by the Secretary of the Fund as to such approval; and (d) An If requested by the Transfer Agent, an opinion of counsel for the Fund with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor). 2. To the extent that the Fund issues certificates to its shareholders pursuant to its current prospectus, the The Fund shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, and from time to time will replenish such supply upon the within 30 days after receiving a request of therefor from the Transfer Agent. Such blank Alternatively, at the Transfer Agent’s option, the Transfer Agent may use generic certificate stock. Blank Share certificates shall be properly signed signed, by facsimile or otherwise, by Officers of the Fund authorized by law or by the by-laws to sign Share certificates and, if required, shall bear the corporate Fund's seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this section.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: : (a) A Certificate authorizing the issuance of the Share certificates in the new form; ; (b) A certified copy of any amendment to the Articles of Incorporation with respect to the change; ; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and and (d) An opinion of counsel for the Fund with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement registration statement has become effective or, if exempt, the specific grounds therefor). 2. To the extent that the The Fund issues certificates to at its shareholders pursuant to its current prospectus, the Fund expense shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, form and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be compatible with the Transfer Agent's system and shall be properly signed by facsimile or otherwise by Officers of the Fund authorized by law or by the byBy-laws to sign Share certificates and, if required, shall bear the corporate seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, harmless from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this section.Article. ARTICLE V

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 14.1. In the case of any negative stock Share split, recapitalization or other capital adjustment requiring a change in the form of Share certificatesadjustment, the Transfer Agent will will, in the case of accounts represented by uncertificated Shares, cause the account records to be adjusted, as necessary, to reflect the number of Shares held for the account of each such shareholder as a result of such adjustment, or, in the case of Shares represented by certificates, will, if so instructed by the Fund, issue revised Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, in either case upon receiving: (a) A Certificate authorizing the issuance of revised Share certificates and any other action required to be taken by the Transfer Agent in the new formconnection with any such split, recapitalization or other capital adjustment; (b) A certified copy of any amendment to the Articles of Incorporation of the Fund, certified by the Secretary of the Fund, with respect to the changeadjustment; (c) Specimen Share certificates for each class of Shares in the new revised form approved by the Board of Directors of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and; (d) An opinion of counsel for the Fund with respect to the validity of matters set forth in Article 2, Section 2.3(g) hereof as to such Shares; and (e) Such additional documents as the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor)Transfer Agent may reasonably request. 24.2. To the extent that the Fund issues certificates to its shareholders pursuant to its current prospectus, the The Fund shall either (a) furnish the Transfer Agent with a sufficient supply of blank Share certificates in the any new formform authorized in connection with any such Share split, recapitalization or other capital adjustment, and from time to time will replenish such supply upon the request of the Transfer Agent, or (b) authorize the Transfer Agent to itself create laser- printed Share certificates in the form approved by the Board of Directors of the Fund. Such Any such blank Share certificates shall be properly signed by authorized Officers of the Fund authorized by law or by the by-laws to sign Share certificates and, if required, shall bear the corporate Fund's seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this section.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate authorizing the issuance of the Share certificates in the new form; (b) A certified copy of any amendment to the Articles of Incorporation with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and (d) An opinion of counsel for the Fund with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement registration statement has become effective or, if exempt, the specific grounds therefor). 2. To the extent that the The Fund issues certificates to at its shareholders pursuant to its current prospectus, the Fund expense shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, form and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be compatible with the Transfer Agent's system and shall be properly signed by facsimile or otherwise by Officers of the Fund authorized by law or by the byBy-laws to sign Share certificates and, if required, shall bear the corporate seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, harmless from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this sectionArticle.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate authorizing the issuance of the Share certificates in the new form; (b) A certified copy of any amendment to the Articles of Incorporation with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and (d) An opinion of counsel for the Fund with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor). 2. To the extent that the The Fund issues certificates to at its shareholders pursuant to its current prospectus, the Fund expense shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, form and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be compatible with the Transfer Agent's system and shall be properly signed by facsimile or otherwise by Officers of the Fund authorized by law or by the byBy-laws Laws to sign Share certificates and, if required, required shall bear the corporate seal Seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this section.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate authorizing the issuance of Share certificates in the new form; (b) A certified copy of any amendment to the Articles of Incorporation with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors Trustees of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and (dc) An opinion of counsel for the Fund with respect to the validity of the Shares in the new form and the status of such Shares under the Securities 1933 Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor). 2. To the extent that the Fund issues certificates to its shareholders pursuant to its current prospectus, the The Fund shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be properly signed by Officers of the Fund authorized by law or by the by-laws to sign Share certificates and, if required, shall bear the corporate seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold harmless the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this section.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock share split, recapitalization or other capital adjustment requiring a change in the form of any Share certificatescertificates of the Trust, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate authorizing the issuance of the Share certificates in the new form; (b) A certified copy of any amendment to the Articles of Incorporation Declaration with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors Trustees of the FundTrust, with a Certificate signed by the Secretary of the Fund Trust as to such approval; and (d) An opinion of counsel for the Fund Trust with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor.). 2. To the extent that the Fund issues certificates to The Trust at its shareholders pursuant to its current prospectus, the Fund expense shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, form and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be compatible with the Transfer Agent's system and shall be properly signed by facsimile or otherwise by Officers of the Fund Trust authorized by law or by the byBy-laws Laws to sign Share certificates and, if required, required shall bear the corporate seal Seal or facsimile thereof. The Fund Trust agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this section.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent UMBFS will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate Certificate, signed by any Officer, authorizing the issuance of the Share certificates in the new form; (b) A certified copy of any amendment to the Articles of Incorporation with respect to the change; (c) Specimen In the event the Corporation issues Share certificates, specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the FundCorporation, with a Certificate signed by the Secretary of the Fund Corporation as to such approval; and (d) An opinion of counsel for the Fund Corporation with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended1933 Act, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor.). 2. To In the extent that event the Fund Corporation issues certificates to its shareholders pursuant to its current prospectusShare certificates, the Fund Corporation at its expense shall furnish the Transfer Agent UMBFS with a sufficient supply of blank Share certificates in the new form, form and from time to time will replenish such supply upon the request of the Transfer AgentUMBFS. Such blank Share certificates shall be compatible with UMBFS’ system and shall be properly signed by facsimile or otherwise by Officers of the Fund Corporation authorized by law or by the byBy-laws Laws to sign Share certificates and, if required, shall bear the corporate seal Seal or facsimile thereof. The Fund Corporation agrees to indemnify and exonerate, save and hold the Transfer Agent UMBFS harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent UMBFS with respect to the genuineness of any Share certificate supplied to the Transfer Agent UMBFS pursuant to this section.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate authorizing the issuance of the Share certificates in the new form; (b) A certified copy of any amendment to the Articles of Incorporation with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and (d) An opinion of counsel for the Fund with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor.). 2. To the extent that the The Fund issues certificates to at its shareholders pursuant to its current prospectus, the Fund expense shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, form and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be compatible with the Transfer Agent's system and shall be properly signed by facsimile or otherwise by Officers of the Fund authorized by law or by the byBy-laws Laws to sign Share certificates and, if required, required shall bear the corporate seal Seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent by the Fund pursuant to this sectionsection 2.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: : (a) A Certificate authorizing the issuance of the Share certificates in the new form; ; (b) A certified copy of any amendment to the Articles of Incorporation with respect to the change; ; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and and (d) An opinion of counsel for the Fund with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement registration statement has become effective or, if exempt, the specific grounds therefor). 2. To the extent that the The Fund issues certificates to at its shareholders pursuant to its current prospectus, the Fund expense shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, form and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be compatible with the Transfer Agent's system and shall be properly signed by facsimile or otherwise by Officers of the Fund authorized by law or by the byBy-laws to sign Share certificates and, if required, shall bear the corporate seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, harmless from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this sectionArticle.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 115. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a1) A Certificate authorizing the issuance of Share certificates in the new form; (b2) A certified copy of any amendment to the Articles of Incorporation with respect to the change; (c3) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and (d4) An opinion of counsel for the Fund with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor). 216. To the extent that the Fund issues certificates to its shareholders pursuant to its current prospectus, the The Fund shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be properly signed by Officers of the Fund authorized by law or by the by-laws to sign Share certificates and, if required, shall bear the corporate seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this section.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent Bank will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate certified copy of the resolution adopted by the Board of Directors authorizing the issuance of Share certificates in the new form; (b) A certified copy of any amendment to the Articles of Incorporation Charter with respect to the changechange as filed with the proper state authority; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the FundCustomer, with a Certificate signed by the Secretary of the Fund Customer as to such approval; (d) A copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance of the Shares in the new form; and (de) An opinion of counsel for the Fund Customer with respect to the validity of the Shares in the new form form, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor). 2. To the extent that the Fund issues certificates to its shareholders pursuant to its current prospectus, the Fund The Customer shall furnish the Transfer Agent Bank with a sufficient supply of blank Share certificates in the new form, and from time to time will replenish such supply upon the request of the Transfer AgentBank. Such blank Share certificates shall be properly signed signed, by facsimile or otherwise, by Officers of the Fund Customer authorized by law or by the byBy-laws Laws to sign Share certificates and, if required, shall bear the corporate seal or a facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this section.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate authorizing the issuance of the Share certificates in the new form; (b) A certified copy of any amendment to the Articles of Incorporation with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and (d) An opinion of counsel for the Fund with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor.). 2. To the extent that the The Fund issues certificates to at its shareholders pursuant to its current prospectus, the Fund expense shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, form and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be compatible with the Transfer Agent's system and shall be properly signed by facsimile or otherwise by Officers of the Fund authorized by law or by the byBy-laws Laws to sign Share certificates and, if required, required shall bear the corporate seal Seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this section.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization recapi- talization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange forexchange.for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate authorizing the issuance of Share certificates in the new form; (b) A certified copy of any amendment to the Articles Declaration of Incorporation Trust with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors Trustees of the Fund, with a Certificate signed by the Secretary or Clerk of the Fund as to such approval; and (d) An opinion of counsel for the Fund with respect res- pect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor). 2. To the extent that the Fund issues certificates to its shareholders pursuant to its current prospectus, the The Fund shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates certi- ficates shall be properly signed by Officers officers of the Fund authorized by law or by the by-laws to sign Share certificates andcertifi- catex xxx, if required, required shall bear the corporate seal of the Fund or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Trans- fer Agent pursuant to this section.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock share split, recapitalization or other capital adjustment requiring a change in the form of any Share certificatescertificates of the Trust, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate authorizing the issuance of the Share certificates in the new form; (b) A certified copy of any amendment to the Articles of Incorporation Declaration with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors Trustees of the FundTrust, with a Certificate signed by the Secretary of the Fund Trust as to such approval; and (d) An opinion of counsel for the Fund Trust with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor.). 2. To the extent that the Fund issues certificates to The Trust at its shareholders pursuant to its current prospectus, the Fund expense shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, form and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be compatible with the Transfer Agent's system and shall be properly signed by facsimile or otherwise by Officers of the Fund Trust authorized by law or by the byBy-laws Laws to sign Share certificates and, if required, required shall bear the corporate seal Seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this section.facsimile

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate authorizing the issuance of the Share certificates in the new form; (b) A certified copy of any amendment to the Articles of Incorporation with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and (d) An opinion of counsel for the Fund with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor.). 2. To the extent that the The Fund issues certificates to at its shareholders pursuant to its current prospectus, the Fund expense shall furnish the Transfer Agent with a the sufficient supply of blank Share certificates in the new form, form and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be properly signed by facsimile or otherwise by Officers of the Fund authorized by law or by the byBy-laws Laws to sign Share certificates and, if required, required shall bear the corporate seal Seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this section.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (: a) A Certificate authorizing the issuance of the Share certificates in the new form; ; (b) A certified copy of any amendment to the Articles of Incorporation with respect to the change; ; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and and (d) An opinion of counsel for the Fund with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement registration statement has become effective or, if exempt, the specific grounds therefor). 2. To the extent that the The Fund issues certificates to at its shareholders pursuant to its current prospectus, the Fund expense shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, form and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be compatible with the Transfer Agent's system and shall be properly signed by facsimile or otherwise by Officers of the Fund authorized by law or by the byBy-laws to sign Share certificates and, if required, shall bear the corporate seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, harmless from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this sectionArticle.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange forf or, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate authorizing the issuance of the Share certificates in the new form; (b) A certified copy of any amendment to the Articles of Incorporation with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and (d) An opinion of counsel for the Fund with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor.). 2. To the extent that the The Fund issues certificates to at its shareholders pursuant to its current prospectus, the Fund expense shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, form and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be properly signed by facsimile or otherwise by Officers of the Fund authorized by law or by the byBy-laws Laws to sign Share certificates and, if required, required shall bear the corporate seal Seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to whether the genuineness supply of any Share certificate supplied certificates provided to the Transfer Agent pursuant to this sectionsection constitutes validly issued Shares of the Fund.

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue record as issued Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate authorizing the issuance of Share certificates in the new form; (b) A certified copy of any amendment to the Articles of Incorporation with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and (db) An opinion of counsel for the Fund with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor). 2. To the extent that the Fund issues certificates to its shareholders pursuant to its current prospectus, the Fund shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be properly signed by Officers of the Fund authorized by law or by the by-laws to sign Share certificates and, if required, shall bear the corporate seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this section.