Common use of As Of Transactions Clause in Contracts

As Of Transactions. (a) The Transfer Agent shall monitor and provide a report on a daily and quarterly basis of the impact of as-of transactions on each of the Funds. Such reports shall reflect the responsible party (i.e. Fund, Transfer Agent, responsible intermediary or processing third party) for each as-of transaction and the accumulated impact of each party’s errors against the Materiality Threshold (defined below) independent of the other parties. For purposes of these calculations, the Transfer Agent shall not be deemed responsible for as-of losses arising from an incorrect instruction from the Fund or processing third party or other third party not within the Transfer Agent’s reasonable control. For purposes of this Section, the “Materiality Threshold” shall mean (i) one half cent ($.005) per share before rounding (determined by dividing the amount of the gain or loss created by the adjustment by the number of shares currently outstanding for the Fund), or (ii) the product of one-half of one percent (1/2%) times the Fund’s Net Asset Value (NAV) per share, times the number of shares outstanding. (b) With respect to any single day, if the net effect of as-of transactions that were not timely estimated or were not properly estimated is determined to impact the Fund’s NAV per share, the Fund will determine if such transactions, in its reasonable judgment after consultation with the Transfer Agent, are capable of being repriced and reprocessed as a means of resolving the NAV impact. (c) With respect to any single day, if the cumulative net effect of as-of transactions for which the Transfer Agent is deemed to be the sole responsible party (i) is negative, (ii) is greater than a Materiality Threshold, (iii) was not timely estimated or was not properly estimated, and (iv) such transactions are not capable of being repriced and reprocessed, then the Transfer Agent shall contribute to the settlement of that loss. Subject to Subsection (f) below, the Transfer Agent shall promptly make a payment of that portion of the loss over the Materiality Threshold (calculated on the basis of the total value of all shares of the affected Fund). Any remaining unreimbursed as-of loss caused by the Transfer Agent shall be carried forward and netted against as of gains in the affected Fund until the end of the Quarter. Any amount paid by the Transfer Agent to settle a loss under this Section will be deducted from the amount of any cumulative losses calculated as described below. (d) Each Quarter, the parties shall review the cumulative effect of unreimbursed net as-of losses. The parties shall review whether the unreimbursed as-of losses in a Fund by all responsible parties when netted against as-of gains in the affected Fund are greater than a Materiality Threshold. For purposes of this review, the as-of losses shall include those (i) solely caused by the Transfer Agent’s errors that have not been reimbursed under Subsection (c) above and (ii) all un-reimbursed as-of losses caused by responsible intermediaries or processing third parties, which are not subject to dispute or refusal to pay by such responsible intermediaries, processing third parties or the Transfer Agent. In the event that the cumulative net effect of such losses exceeds the Materiality Threshold, then the Transfer Agent shall, subject to Subsection (f) below, pay its portion of that loss. The responsible intermediaries and the processing third parties shall pay their respective portions of the loss. (e) At the end of each quarter, the balance of gains and losses from as-of transactions shall be re-set to zero by the Fund. (f) In no event, shall the Transfer Agent’s aggregate liability for as-of losses under all of the foregoing provisions, during any term of the Transfer Agency agreement, exceed the amount of twelve months of account service fees (less out of pocket expenses) actually received by the Transfer Agent under this Agreement; except where such as-of losses were directly the result of the gross negligence or willful misconduct of the Transfer Agent.

As Of Transactions. (a) The Transfer Agent shall monitor and provide a report on a daily and quarterly basis of the impact of as-of transactions on each of the Funds. Such reports shall reflect the responsible party (i.e. Fund, Transfer Agent, responsible intermediary or processing third party) for each as-of transaction and the accumulated impact of each party’s errors against the Materiality Threshold (defined below) independent of the other parties. For purposes of these calculations, the Transfer Agent shall not be deemed responsible for as-of losses arising from an incorrect instruction from the Fund or processing third party or other third party not within the Transfer Agent’s reasonable control. For purposes of this Section, the “Materiality Threshold” shall mean (i) one half cent ($.005) per share before rounding (determined by dividing the amount of the gain or loss created by the adjustment by the number of shares currently outstanding for the Fund), or (ii) the product of one-half of one percent (1/2%) times the Fund’s 's Net Asset Value (NAV) per share, times the number of shares outstanding. (b) With respect to any single day, if the net effect of as-of transactions that were not timely estimated or were not properly estimated is determined to impact the Fund’s NAV per share, the Fund will determine if such transactions, in its reasonable judgment after consultation with the Transfer Agent, are capable of being repriced and reprocessed as a means of resolving the NAV impact. (c) With respect to any single day, if the cumulative net effect of as-of transactions for which the Transfer Agent is deemed to be the sole responsible party (i) is negative, (ii) is greater than a Materiality Threshold, (iii) was not timely estimated or was not properly estimated, and (iv) such transactions are not capable of being repriced and reprocessed, then the Transfer Agent shall contribute to the settlement of that loss. Subject to Subsection (f) below, the Transfer Agent shall promptly make a payment of that portion of the loss over the Materiality Threshold (calculated on the basis of the total value of all shares of the affected Fund). Any remaining unreimbursed as-of loss caused by the Transfer Agent shall be carried forward and netted against as of gains in the affected Fund until the end of the Quarter. Any amount paid by the Transfer Agent to settle a loss under this Section will be deducted from the amount of any cumulative losses calculated as described below. (d) Each Quarter, the parties shall review the cumulative effect of unreimbursed net as-of losses. The parties shall review whether the unreimbursed as-of losses in a Fund by all responsible parties when netted against as-of gains in the affected Fund are greater than a Materiality Threshold. For purposes of this review, the as-of losses shall include those (i) solely caused by the Transfer Agent’s errors that have not been reimbursed under Subsection (c) above and (ii) all un-reimbursed as-of losses caused by responsible intermediaries or processing third parties, which are not subject to dispute or refusal to pay by such responsible intermediaries, processing third parties or the Transfer Agent. In the event that the cumulative net effect of such losses exceeds the Materiality Threshold, then the Transfer Agent shall, subject to Subsection (f) below, pay its portion of that loss. The responsible intermediaries and the processing third parties shall pay their respective portions of the loss. (e) At the end of each quarter, the balance of gains and losses from as-of transactions shall be re-set to zero by the Fund. (f) In no event, shall the Transfer Agent’s aggregate liability for as-of losses under all of the foregoing provisions, during any term of the Transfer Agency agreement, exceed the amount of twelve months of account service fees (less out of pocket expenses) actually received by the Transfer Agent under this Agreement; except where such as-of losses were directly the result of the gross negligence or willful misconduct of the Transfer Agent.

As Of Transactions. (a) The Transfer Agent shall monitor and provide a report on a daily and quarterly basis of the impact of as-of transactions on each of the Funds. Such reports shall reflect the responsible party (i.e. Fund, Transfer Agent, responsible intermediary or processing third party) for each as-of transaction and the accumulated impact of each party’s errors against the Materiality Threshold (defined below) independent of the other parties. For purposes of these calculations, the Transfer Agent shall not be deemed responsible for as-of losses arising from an incorrect instruction from the Fund or processing third party or other third party not within the Transfer Agent’s reasonable control. For purposes of this Section, the “Materiality Threshold” shall mean (i) one half cent ($.005) per share before rounding (determined by dividing the amount of the gain or loss created by the adjustment by the number of shares currently outstanding for the Fund), or (ii) the product of one-half of one percent (1/2%) times the Fund’s 's Net Asset Value (NAV) per share, times the number of shares outstanding. (b) With respect to any single day, if the net effect of as-of transactions that were not timely nottimely estimated or were not properly estimated is determined to impact the Fund’s NAV per share, the Fund will determine if such transactions, in its reasonable judgment after consultation with the Transfer Agent, are capable of being repriced and reprocessed as a means of resolving the NAV impact. (c) With respect to any single day, if the cumulative net effect of as-of transactions for which the Transfer Agent is deemed to be the sole responsible party (i) is negative, (ii) is greater than a Materiality Threshold, (iii) was not timely estimated or was not properly estimated, and (iv) such transactions are not capable of being repriced and reprocessed, then the Transfer Agent shall contribute to the settlement of that loss. Subject to Subsection (f) below, the Transfer Agent shall promptly make a payment of that portion of the loss over the Materiality Threshold (calculated on the basis of the total value of all shares of the affected Fund). Any remaining unreimbursed as-of loss caused by the Transfer Agent shall be carried forward and netted against as of gains in the affected Fund until the end of the Quarter. Any amount paid by the Transfer Agent to settle a loss under this Section will be deducted from the amount of any cumulative losses calculated as described below. (d) Each Quarter, the parties shall review the cumulative effect of unreimbursed net as-of losses. The parties shall review whether the unreimbursed as-of losses in a Fund by all responsible parties when netted against as-of gains in the affected Fund are greater than a Materiality Threshold. For purposes of this review, the as-of losses shall include those (i) solely caused by the Transfer Agent’s errors that have not been reimbursed under Subsection (c) above and (ii) all un-reimbursed as-of losses caused by responsible intermediaries or processing third parties, which are not subject to dispute or refusal to pay by such responsible intermediaries, processing third parties or the Transfer Agent. In the event that the cumulative net effect of such losses exceeds the Materiality Threshold, then the Transfer Agent shall, subject to Subsection (f) below, pay its portion of that loss. The responsible intermediaries and the processing third parties shall pay their respective portions of the loss. (e) At the end of each quarter, the balance of gains and losses from as-of transactions shall be re-set to zero by the Fund. (f) In no event, shall the Transfer Agent’s aggregate liability for as-of losses under all of the foregoing provisions, during any term of the Transfer Agency agreement, exceed the amount of twelve months of account service fees (less out of pocket expenses) actually received by the Transfer Agent under this Agreement; except where such as-of losses were directly the result of the gross negligence or willful misconduct of the Transfer Agent.