Common use of Recapitalization or Readjustment Clause in Contracts

Recapitalization or Readjustment. In case of any recapitalization, readjustment or other change in the capital structure of the Fund requiring a change in the shares contained in book entry form on the stock record of the Fund as maintained by DST, DST will effectuate or transfer ownership of, the outstanding shares in book entry, upon receiving: A. Written instructions from an officer of the Fund; B. Certified copy of the amendment to the Agreement and Declaration of Trust or other document effecting the change; C. Certified copy of any order or consent of each governmental or regulatory authority, required by law to the issuance of new book entry shares, and an opinion of counsel that the order or consent of no or no other government or regulatory authority is required; D. A certificate by the secretary or similarly situated officer of the Fund or alternatively, at the Fund’s option, an opinion of counsel for the Fund (who may be the Fund’s Chief Legal Officer and electronic mail being sufficient) stating: (1) The status of the shares of stock of the Fund in the new form under the 1933 Act, as amended and any other applicable federal or state statute; and (2) That the issued shares in the new form are, and all unissued shares will be, when issued, validly issued, fully paid and non-assessable.