Common use of Reliance by Transfer Agent; Instructions Clause in Contracts

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by an Authorized Person and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the Fund. It shall also be protected in processing Share certificates that it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company for Written Instructions, and, at the expense of the applicable Company, may seek advice from legal counsel for the Company, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or with the opinion of such counsel. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions or requests given to them by any person representing or acting on behalf of the Company only if said representative is known by the Transfer Agent, its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of Authorized Persons of the Company. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issue or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any Fund, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any Fund, or the legality of the issue of any Shares of any Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any Fund.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by an Authorized Person and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the Fund. It shall also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company Fund and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable CompanyFund, may seek advice from legal counsel for the CompanyFund, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or with the opinion of such counsel. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions or requests given to them by any person representing or acting on behalf of the Company Fund only if said representative is known by the Transfer Agent, its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of Authorized Persons of the CompanyFund. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issue or sale of any Shares of any the Fund, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any the Fund, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any the Fund, or the legality of the issue of any Shares of any the Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any the Fund.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in will have no liability when acting upon any paper Written or document Oral Instructions believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from the FundFund pursuant to Section 4(c). It shall The Transfer Agent will also be protected in have no liability when processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company Fund and the proper countersignature of the Transfer Agent. (b) At any time time, the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyFund, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of such counselcounsel for the Fund or for the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Fund within a reasonable period of time. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Fund only if said representative is known an Authorized Person. The Fund agrees that all Oral Instructions shall be followed within one business day by confirming Written Instructions, and that the Fund's failure to so confirm shall not impair in any respect the Transfer Agent, its officers, agents or employees, 's right to be an Authorized Personrely on Oral Instructions. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of a person reasonably believed by the Transfer Agent to be an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any Fundthe Board of Directors, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall will be protected in acting upon any paper Written or document Oral Instructions, as appropriate, believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from the Fund. It shall The Transfer Agent will also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers Officers of the applicable Company Fund and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyFund, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of counsel for the Fund or for the Transfer Agent; provided, however, that if such counselreliance involves a potential material loss to the Fund, the Transfer Agent will advise the Fund of any such action(s) to be taken in accordance with the opinion of counsel to the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Fund within a reasonable period of time. In addition, the Transfer Agent, its officers, agents agents, or employees, shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Fund only if said representative is known by the Transfer Agent, or its officers, agents agents, or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i1) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; ; (ii2) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; ; (iii3) the legality of the declaration of any dividend by any Fundthe Directors, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or or (iv4) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall will be protected in acting upon any paper Written or document Oral Instructions, as appropriate, believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from the Fund. It shall The Transfer Agent will also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers Officers of the applicable Company Fund and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyFund, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of counsel for the Fund or for the Transfer Agent; provided, however, that if such counselreliance involves a potential material loss to the Fund, the Transfer Agent will advise the Fund of any such action(s) to be taken in accordance with the opinion of counsel to the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Fund within a reasonable period of time. In addition, the Transfer Agent, its officers, agents agents, or employees, shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Fund only if said representative is known by the Transfer Agent, or its officers, agents agents, or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i1) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; therefore; (ii2) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; therefore; (iii3) the legality of the declaration of any dividend by any Fundthe Trustees, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or or (iv4) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall will be protected in acting upon any paper Written or document Oral Instructions, as appropriate, believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from the Fund. It shall The Transfer Agent will also be protected pro­tected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers Officers of the applicable Company Fund and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyFund, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of counsel for the Fund or for the Transfer Agent; provided, however, that if such counselreliance involves a potential material loss to the Fund, the Transfer Agent will advise the Fund of any such action(s) to be taken in accordance with the opinion of counsel to the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Fund within a reasonable period of time. In addition, the Transfer Agent, its officers, agents agents, or employees, shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Fund only if said representative is known by the Transfer Agent, or its officers, agents agents, or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i1) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; therefore; (ii2) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; therefore; (iii3) the legality of the declaration of any dividend by any Fundthe Trustees, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or or (iv4) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall will be protected in acting upon any paper Written or document Oral Instructions, as appropriate, believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from the Fund. It shall The Transfer Agent will also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company Fund and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyFund, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of counsel for the Fund or for the Transfer Agent, provided, however, that if such counselreliance involves a potential material loss to the Fund, the Transfer Agent will advise the Fund of any such action(s) to be taken in accordance with the opinion of counsel to the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Fund within a reasonable period of time. In addition, the Transfer Agent, its officers, agents agents, or employees, employees shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Fund only if said representative is known by the Transfer Agent, Agent or its officers, agents agents, or employees, employees to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i1) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; therefore; (ii2) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; therefore; (iii3) the legality of the declaration of any dividend by any Fundthe Directors, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or or (iv4) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by an Authorized Person and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the Fund. It shall also be protected in processing Share certificates that it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company for Written Instructions, and, at the expense of the applicable Company, may seek advice from legal counsel for the Company, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or with the opinion of such counsel. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions or requests given to them by any person representing or acting on behalf of the Company only if said representative is known by the Transfer Agent, its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of Authorized Persons of the Company. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issue or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any Fund, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any Fund, or the legality of the issue of any Shares of any Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any Fund.

Reliance by Transfer Agent; Instructions. (a) The Provided the standard of care in Section 14 has been met, the Transfer Agent shall be protected in will have no liability when acting upon any paper Written or document Oral Instructions believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from a Fund pursuant to Section 4(c). Provided the Fund. It shall standard of care in Section 14 has been met, the Transfer Agent will also be protected in have no liability when processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company a Fund and the proper countersignature of the Transfer Agent. (b) At any time time, the Transfer Agent may apply to any Authorized Person of the Company Funds for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyFunds, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and provided the standard of care in Section 14 has been met, it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of such counselcounsel for the Funds or for the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Funds within a reasonable period of time. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Funds only if said representative is known an Authorized Person. The Funds agree that all Oral Instructions shall be followed within one business day by confirming Written Instructions, and that failure to so confirm by the Funds shall not impair in any respect the Transfer Agent, its officers, agents or employees, 's right to be an Authorized Personrely on Oral Instructions. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of a person reasonably believed by the Transfer Agent to be an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any Funda Board of Trustees, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall will be protected in acting upon any paper Written or document Oral Instructions, as appropriate, believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from the Fund. It shall The Transfer Agent will also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers Officers of the applicable Company Fund and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyFund, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of counsel for the Fund or for the Transfer Agent; provided, however, that if such counselreliance involves a potential material loss to the Fund, the Transfer Agent will advise the Fund of any such action(s) to be taken in accordance with the opinion of counsel to the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Fund within a reasonable period of time. In addition, the Transfer Agent, its officers, agents agents, or employees, shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Fund only if said representative is known by the Transfer Agent, or its officers, agents agents, or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i1) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; therefore; (ii2) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; therefore; (iii3) the legality of the declaration of any dividend by any Fundthe Directors, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or or (iv4) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it believes to be genuine and to have been signed by an Authorized Person and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the FundTrust. It shall also be protected in processing Share certificates that it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company and the proper countersignature of the Transfer Agentsignatures. (b) At any time time, the Transfer Agent may apply to any Authorized Person of the Company Trust for Written Instructions, and, and at the expense of the applicable CompanyTrust, may seek advice from legal counsel for the CompanyTrust or its own legal counsel, with respect to for any matter arising in connection with this Agreement, and it shall not be liable for any action taken it takes or does not taken take or suffered by it suffers in good faith in accordance with such these Written Instructions or with the opinion of such counsel. In addition, the Transfer Agent, its officers, agents agents, or employees, employees shall accept instructions or requests given to them by from any person representing or acting on behalf of the Company Trust only if said representative is known by the Transfer Agent, its officers, agents agents, or employees, employees knows the representative to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it does upon the request or direction of Authorized Persons of the CompanyTrust. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issue or sale of any Shares of any Fundthe Trust, or the sufficiency of the amount to be received therefortherefore; (ii) the legality of the redemption of any Shares of any Fundthe Trust, or the propriety of the amount to be paid therefortherefore; (iii) the legality of the Trust’s declaration of any dividend by any Funddividend, or the legality of the issue of any Shares of any Fund the Trust in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any Fundthe Trust.

Reliance by Transfer Agent; Instructions. (a) The Provided the standard of care in Section 13 has been met, the Transfer Agent shall be protected in will have no liability when acting upon any paper Written or document Oral Instructions believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from a Fund pursuant to Section 4(c). Provided the Fund. It shall standard of care in Section 13 has been met, the Transfer Agent will also be protected in have no liability when processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company a Fund and the proper countersignature of the Transfer Agent. (b) At any time time, the Transfer Agent may apply to any Authorized Person of the Company Funds for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyFunds, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and provided the standard of care in Section 13 has been met, it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of such counselcounsel for the Funds or for the Transfer Agent. (c) Written Instructions requested by the Transfer Agent will be provided by the Funds within a reasonable period of time. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Funds only if said representative is known an Authorized Person. The Funds agree that all Oral Instructions shall be followed within one business day by confirming Written Instructions, and that failure to so confirm by the Funds shall not impair in any respect the Transfer Agent, its officers, agents or employees, ’s right to be an Authorized Personrely on Oral Instructions. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of a person reasonably believed by the Transfer Agent to be an Authorized Persons of the CompanyPerson. (cd) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any Funda Board of Trustees, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall will be protected in acting upon any paper Written or document Oral Instructions believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from the FundTrust. It shall The Transfer Agent will also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company Trust and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Trust for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyTrust, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of such counselcounsel for the Trust or for the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Trust within a reasonable period of time. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Trust only if said representative is known by the Transfer Agent, or its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any Fundin accordance with procedures mutually agreed upon by the parties, or the propriety of the amount to be paid therefor; (iii) in accordance with procedures approved by the Trust, the legality of the declaration of any dividend by any Fundthe Trustees, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by an Authorized Person Person, and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the Fund. It shall also be protected in processing Share certificates that it reasonably believes to bear the proper manual or facsimile signatures of the officers Officers of the applicable Company and Fund, but shall be responsible for the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, and at the expense of the applicable CompanyFund, may seek advice from legal counsel for the CompanyFund or its own legal counsel, with respect to any matter arising in connection with this Agreementagreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or with the opinion of such counselcounsel and, apart from that, in the exercise of reasonable care. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions or requests given to them by any person representing or acting on behalf of the Company Fund only if said representative is known by the Transfer Agent, its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of Authorized Persons of the CompanyFund. (c) Notwithstanding any of the foregoing provisions of this Agreementagreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issue or sale of any Shares of any the Fund, or nor the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any the Fund, or nor the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any the Fund, or nor the legality of the issue of any dividend by the Fund, nor the legality of the issue of any Shares of any the Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any the Fund.

Reliance by Transfer Agent; Instructions. (a) The Provided the standard of care in Section 14 has been met, the Transfer Agent shall be protected in will have no liability when acting upon any paper Written or document Oral Instructions believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from a Fund pursuant to Section 4(c). Provided the Fund. It shall standard of care in Section 14 has been met, the Transfer Agent will also be protected in have no liability when processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company a Fund and the proper countersignature of the Transfer Agent. (b) At any time time, the Transfer Agent may apply to any Authorized Person of the Company Funds for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyFunds, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and provided the standard of care in Section 14 has been met, it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of such counselcounsel for the Funds or for the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Funds within a reasonable period of time. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Funds only if said representative is known an Authorized Person. The Funds agree that all Oral Instructions shall be followed within one business day by confirming Written Instructions, and that failure to so confirm by the Funds shall not impair in any respect the Transfer Agent, its officers, agents or employees, 's right to be an Authorized Personrely on Oral Instructions. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of a person reasonably believed by the Transfer Agent to be an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any Funda Board of Directors/Trustees, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it believes to be genuine and to have been signed by an Authorized Person and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the FundTrust. It shall also be protected in processing Share certificates that it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company and the proper countersignature of the Transfer Agentsignatures. (b) At any time time, the Transfer Agent may apply to any Authorized Person of the Company Trust for Written Instructions, and, and at the expense of the applicable CompanyTrust, may seek advice from legal counsel for the CompanyTrust or its own legal counsel, with respect to for any matter arising in connection with this Agreement, and it shall not be liable for any action taken it takes or does not taken take or suffered by it suffers in good faith in accordance with such these Written Instructions or with the opinion of such counsel. In addition, the Transfer Agent, its officers, agents agents, or employees, employees shall accept instructions or requests given to them by from any person representing or acting on behalf of the Company Trust only if said representative is known by the Transfer Agent, its officers, agents agents, or employees, employees knows the representative to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it does upon the request or direction of Authorized Persons of the CompanyTrust. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issue or sale of any Shares of any Fundthe Trust, or the sufficiency of the amount to be received therefortherefore; (ii) the legality of the redemption of any Shares of any Fundthe Trust, or the propriety of the amount to be paid therefortherefore; (iii) the legality of the Trust's declaration of any dividend by any Funddividend, or the legality of the issue of any Shares of any Fund the Trust in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any Fundthe Trust.

Reliance by Transfer Agent; Instructions. (a) The Provided the standard of care in Section 13 has been met, the Transfer Agent shall be protected in will have no liability when acting upon any paper Written or document Oral Instructions believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from the FundFund pursuant to Section 4(c). It shall Provided the standard of care in Section 13 has been met, The Transfer Agent will also be protected in have no liability when processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company Fund and the proper countersignature of the Transfer Agent. (b) At any time time, the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyFund, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and provided the standard of care in Section 13 has been met, it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of such counselcounsel for the Fund or for the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Fund within a reasonable period of time. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Fund only if said representative is known an Authorized Person. The Fund agrees that all Oral Instructions shall be followed within one business day by confirming Written Instructions, and that the Fund's failure to so confirm shall not impair in any respect the Transfer Agent, its officers, agents or employees, 's right to be an Authorized Personrely on Oral Instructions. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of a person reasonably believed by the Transfer Agent to be an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any Fundthe Board of Directors, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in will have no liability when acting upon any paper Written or document Oral Instructions believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from the FundFund pursuant to Section 4(c). It shall The Transfer Agent will also be protected in have no liability when processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company Fund and the proper countersignature of the Transfer Agent. (b) At any time time, the Transfer Agent may apply to any Authorized authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyFund, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of such counselcounsel for the Fund or for the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Fund within a reasonable period of time. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Fund only if said representative is known an Authorized Person. The Fund agrees that all Oral Instructions shall be followed within one business day by confirming Written Instructions, and that the Fund's failure to so confirm shall not impair in any respect the Transfer Agent, its officers, agents or employees, 's right to be an Authorized Personrely on Oral Instructions. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of a person reasonably believed by the Transfer Agent to be an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any Fundthe Board of Directors, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by an Authorized Person and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the FundTrust. It shall also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or of facsimile signatures of the officers Officers of the applicable Company Trust and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Trust for Written Instructions, and, at the expense of the applicable CompanyTrust, may seek advice from legal counsel for the CompanyTrust or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or with the opinion of such counsel. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions or requests given to them by any person representing or acting on behalf of the Company Trust only if said representative is known by the Transfer Agent, its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of Authorized Persons of the CompanyTrust. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issue or sale of any Shares of any Fundthe Trust, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any Fundthe Trust, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by the Trust, or the legality of the issue of any Funddividend by the Trust, or the legality of the issue of any Shares of any Fund the Trust in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any Fundthe Trust.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall will be protected in acting upon any paper Written or document Oral Instructions believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from the Fund. It shall The Transfer Agent will also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company Fund and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyFund, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of such counselcounsel for the Fund or for the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Fund within a reasonable period of time. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions Oral Instructions or requests Written Instructions given to w them by any person representing or acting on behalf of the Company Find only if said representative is known by the Transfer Agent, or its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request request-t or direction of an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any Fundthe Board of Directors, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall will be protected in acting upon any paper Written or document Oral Instructions, as appropriate, believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from the Fund. It shall The Transfer Agent will also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company Fund and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyFund, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of counsel for the Fund or for the Transfer Agent provided, however, that if such counselreliance involves a potential material loss to the Fund, the Transfer Agent will advise the Fund of any such action(s) to be taken in accordance with the opinion of counsel to the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Fund within a reasonable period of time. In addition, the Transfer Agent, its officers, agents agents, or employees, shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Fund only if said representative is known by the Transfer Agent, or its officers, agents agents, or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for:; (i1) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; ; (ii2) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; ; (iii3) the legality of the declaration of any dividend by any Fundthe Directors, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or or (iv4) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by an Authorized Person and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the FundTrust. It shall also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company and the proper countersignature of the Transfer Agentsignatures. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Trust for Written Instructions, and, at the expense of the applicable CompanyTrust, may seek advice from legal counsel for the CompanyTrust or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or with the opinion of such counsel. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions or requests given to them by any person representing or acting on behalf of the Company Trust only if said representative is known by the Transfer Agent, its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of Authorized Persons of the CompanyTrust. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issue or sale of any Shares of any Fundthe Trust, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any Fundthe Trust, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any Fundthe Trust, or the legality of the issue of any Shares of any Fund the Trust in payment of any stock dividend; or (iv) the legality of any recapitalization or of readjustment of the Shares of any Fundthe Trust.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall will be protected in acting upon any paper Written or document Oral Instructions, as appropriate, believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from the Fund. It shall The Transfer Agent will also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers Officers of the applicable Company Fund and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyFund, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of counsel for the Fund or for the Transfer Agent; provided, however, that if such counselreliance involves a potential material loss to the Fund, the Transfer Agent will advise the Fund of any such action(s) to be taken in accordance with the opinion of counsel to the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Fund within a reasonable period of time. In addition, the Transfer Agent, its officers, agents agents, or employees, shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Fund only if said representative is known by the Transfer Agent, or its officers, agents agents, or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i1) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; ; (ii2) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; ; (iii3) the legality of the declaration of any dividend by any Fundthe Directors, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or or (iv4) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall will be protected in acting entitled to rely upon any paper or document instructions believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification thereof from notified in writing by the FundTrust. It shall The Transfer Agent will also be protected in processing entitled to process Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company and the proper countersignature of the Transfer AgentTrust. (b) At any time the The Transfer Agent may apply to request Written Instructions from any Authorized Person of the Company for Written Instructions, and, at the expense of the applicable Company, Trust and may seek advice from legal counsel for the CompanyTrust or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it . The Transfer Agent shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of such counselcounsel to the Trust or counsel to the Transfer Agent. In addition, Written Instructions requested by the Transfer Agent will be provided by the Trust within a reasonable period of time. The Transfer Agent, its officers, agents or employees, shall accept instructions Oral or requests Written Instructions given to them by any person representing or acting on behalf of the Company Trust only if said representative is known believed in good faith, by the Transfer Agent, its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent or be responsible for, the legality of any act done action taken in reliance upon Written or Oral instructions provided by it upon the request or direction of Authorized Persons on behalf of the CompanyTrust. (c) Notwithstanding any of the foregoing provisions provision of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received thereforfor the Shares; (ii) the legality of the redemption of any Shares of any Fund, or the propriety sufficiency of the amount to be paid thereforfor the Shares; (iii) the legality of the declaration of any dividend or distribution by any Fund, the Trust or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividenddividend or distribution; or (iv) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall will be protected in acting upon any paper Written or document Oral Instructions, as appropriate, believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person Person, and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from the Fund. It shall The Transfer Agent will also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers Officers of the applicable Company Fund and the proper countersignature counter- signature of the Transfer Agent. (b) At any time time, the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable Company, and may seek advice from legal counsel for the CompanyFund, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of such counselcounsel for the Fund. Written Instructions requested by the Transfer Agent will be provided by the Fund within a reasonable period of time. In addition, the Transfer Agent, its officers, agents agents, or employees, shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Fund, only if said representative is known by the Transfer Agent, or its officers, agents agents, or employees, to be an Authorized Person. The Fund agrees that all Oral Instructions shall be followed within one business day by confirming Written Instructions, and that the Fund's failure to so confirm shall not impair in any respect the Transfer Agent's right to rely on Oral Instructions. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i) i. the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received thereforShares; (ii) . the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; (, so long as redemption is in accordance with provisions of the Prospectus; iii) . the legality of the declaration of any dividend by any Fundthe Directors, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or (or iv) . the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall will be protected in acting upon any paper Written or document Oral Instructions, as appropriate, believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from the Fund. It shall The Transfer Agent will also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company Fund and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyFund, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of counsel for the Fund or for the Transfer Agent, provided, however, that if such counselreliance involves a potential material loss to the Fund, the Transfer Agent will advise the Fund of any such action(s) to be taken in accordance with the opinion of counsel to the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Fund within a reasonable period of time. In addition, the Transfer Agent, its officers, agents agents, or employees, employees shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Fund only if said representative is known by the Transfer Agent, Agent or its officers, agents agents, or employees, employees to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i1) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; ; (ii2) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; ; (iii3) the legality of the declaration of any dividend by any Fundthe Directors, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or or (iv4) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by an Authorized Person Person, and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the Fund. It shall also be protected in processing Share certificates that it reasonably believes to bear the proper manual or facsimile signatures of the officers Officers of the applicable Company and Fund, but shall be responsible for the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, and at the expense of the applicable CompanyFund, may seek advice from legal counsel for the CompanyFund or its own legal counsel, with respect to any matter arising in connection with this Agreementagreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or with the opinion of such counselcounsel and, apart from that, in the exercise of reasonable care. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions or requests given to them by any person representing or acting on behalf of the Company Fund only if said representative is known by the Transfer Agent, its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of Authorized Persons of the CompanyFund. (c) Notwithstanding any of the foregoing provisions of this Agreementagreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issue or sale of any Shares of any the Fund, or nor the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any the Fund, or nor the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any the Fund, or nor the legality of the issue of any dividend by the Fund, nor the legality of the issue of any 7 Shares of any the Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any the Fund.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by an Authorized Person and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the FundCompany. It shall also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company for Written Instructions, and, at the expense of the applicable Company, may seek advice from legal counsel for the Company, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or with the opinion of such counsel. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions or requests given to them by any person representing or acting on behalf of the Company only if said representative is known by the Transfer Agent, its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of Authorized Persons of the Company. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issue or sale of any Shares of any Fundthe Company, or the sufficiency of the amount to be received therefor; received (ii) the legality of the redemption of any Shares of any Fundthe Company, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any Fundthe Company, or the legality of the issue of any Shares of any Fund the Company in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any Fundthe Company.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by an Authorized Person and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the FundTrust. It shall also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company Trust and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Trust for Written Instructions, and, at the expense of the applicable CompanyTrust, may seek advice from legal counsel for the CompanyTrust, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or with the opinion of such counsel. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions or requests given to them by any person representing or acting on behalf of the Company Trust only if said representative is known by the Transfer Agent, its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of Authorized Persons of the CompanyTrust. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issue or sale of any Shares of any Fundthe Trust, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any Fundthe Trust, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any Fundthe Trust, or the legality of the issue of any Shares of any Fund the Trust in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any Fundthe Trust.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall will be protected in acting upon any paper Written or document Oral Instructions, as appropriate, believed by it to be genuine and to have been signed executed or orally communicated by an Authorized Person and shall will not be held to have any notice of any change of authority of any person until receipt of written certification a Written Instruction thereof from the Fund. It shall The Transfer Agent will also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers Officers of the applicable Company Fund and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable Company, Instructions and may seek advice from legal counsel for the CompanyFund, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of counsel for the Fund or for the Transfer Agent; provided, however, that if such counselreliance involves a potential material loss to the Fund, the Transfer Agent will advise the Fund of any such *action(s) to be taken in accordance with the opinion of counsel to the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Fund within a reasonable period of time. In addition, the Transfer Agent, its officers, agents agents, or employees, shall accept instructions Oral Instructions or requests Written Instructions given to them by any person representing or acting on behalf of the Company Fund only if said representative is known by the Transfer Agent, or its officers, agents agents, or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of an Authorized Persons of the CompanyPerson. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i1) the legality of the issue issuance or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; ; (ii2) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; ; (iii3) the legality of the declaration of any dividend by any Fundthe Directors, or the legality of the issue issuance of any Shares of any Fund in payment of any stock dividend; or or (iv4) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by an Authorized Person and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the Fund. It shall also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company Fund and the proper countersignature counter-signature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable CompanyFund, may seek advice from legal counsel for the CompanyFund, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or with the opinion of such counsel. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions or requests given to them by any person representing or acting on behalf of the Company Fund only if said representative is known by the Transfer Agent, its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of Authorized Persons of the CompanyFund. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issue or sale of any Shares of any the Fund, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any the Fund, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any the Fund, or the legality of the issue of any Shares of any the Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any the Fund.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by an Authorized Person Person, and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the Fund. It shall also be protected in processing Share certificates that it reasonably believes to bear the proper manual or facsimile signatures of the officers Officers of the applicable Company and Fund, but shall be responsible for the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable Company, may seek advice from legal counsel for the Company, Instructions with respect to any matter arising in connection with this agreement. With respect to questions of law arising out of the performance by the Transfer Agent of its duties under this Agreement, the Transfer Agent may apply to and it obtain the advice and opinion of counsel to the Fund or if an appropriate response is not promptly forthcoming, the Transfer Agent may obtain the same from its own counsel, in either case at the Fund's expense, provided that the Transfer Agent shall use its best efforts to notify the Fund of its intention to seek such advice before doing so. The Transfer Agent shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or with the opinion of such counselcounsel and, apart from that, in the exercise of reasonable care. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions or requests given to them by any person representing or acting on behalf of the Company Fund only if said representative is known believed by the Transfer Agent, its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of Authorized Persons of the CompanyFund. (c) Notwithstanding any of the foregoing provisions of this Agreementagreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issue or sale of any Shares of any the Fund, or nor the sufficiency of the amount to be received therefor; be (ii) the legality of the redemption of any Shares of any the Fund, or nor the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any the Fund, or nor the legality of the issue of any Shares of any the Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any the Fund.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by an Authorized Person and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the FundTrust. It shall also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company Trust and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Trust for Written Instructions, and, at the expense of the applicable CompanyTrust, may seek advice from legal counsel for the CompanyTrust, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or with the opinion of such counsel. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions or requests given to them by any person representing or acting on behalf of the Company Trust only if said representative is known by the Transfer Agent, its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of Authorized Persons of the CompanyTrust. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issue or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any FundShares, or the propriety of the amount to be paid therefor; (iiiii) the legality of the declaration of any dividend by any Fundthe Trust, or the legality of the issue of any Shares of any Fund in payment of any stock dividend; or (iviii) the legality of any recapitalization or readjustment of the Shares of any FundShares.

Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by an Authorized Person and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the Fund. It shall also be protected in processing Share certificates that which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company Fund and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company Fund for Written Instructions, and, at the expense of the applicable CompanyFund, may seek advice from legal counsel for the CompanyFund, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or with the opinion of such counsel. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions or requests given to them by any person representing or acting on behalf of the Company Fund only if said representative is known by the Transfer Agent, its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of Authorized Persons of the CompanyFund. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issue or sale of any Shares of any the Fund, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any the Fund, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any the Fund, or the legality of the issue of any Shares of any the Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any the Fund.