Common use of Compliance Matters Clause in Contracts

Compliance Matters. a. In connection with its duties and obligations hereunder, Intermediary will at all times comply with: (i) the terms of each Fund’s Prospectus and other applicable Company documentation; (ii) all applicable laws, rules and regulations, including, without limitation, the Employee Retirement Income Security Act of 1974 (“ERISA”), and the Internal Revenue Code of 1986 (“Code”) as the case may be; and (iii) the regulations, notices and other requirements of any self-regulatory organization of which the Intermediary is a member. b. Intermediary shall adopt, implement and maintain during the term of this Agreement such policies, procedures and internal controls as are necessary to ensure that the Intermediary only submits to its Clearing Firm, Orders received in good order by Intermediary prior to the Valuation Time on each Business Day of the applicable Fund for execution at a price based on the net asset value per Share calculated for that Business Day, in accordance with Rule 22c-1 under the 1940 Act. Intermediary acknowledges that Orders for Fund Shares received in good order by Intermediary subsequent to the Valuation Time for the Shares on a Business Day or on a day that is not a Business Day shall receive a price based on the next determined net asset value per Share on the next Business Day, in accordance with Rule 22c-1 under the 1940 Act. c. If an omnibus account or Level 3 networked account at the Transfer Agent for a Fund (or Class thereof) registered in the name of Intermediary’s Clearing Firm as nominee on behalf of Customers owns more than three percent of the outstanding Shares (by Class) of that Fund, Distributor shall have the right to request the name and address of each of Intermediary’s Cleared Customers that owns beneficially more than three percent of the Fund’s outstanding Shares (by Class) through such omnibus account or Level 3 networked account(s). To the extent necessary, Intermediary shall direct its Clearing Firm to promptly and accurately reply to any such inquiry. “Omnibus accounts” shall mean accounts on the books and records of Transfer Agent in which all Cleared Customers’ Shares are held unsegregated in nominee name by Intermediary. “Level 3 networked accounts” shall mean accounts of Cleared Customers holding Shares and subject to the National Securities Clearing Corporation (“NSCC”) Networking service Level 3.

Compliance Matters. a. In connection with its duties and obligations hereunder, Intermediary will at all times comply with: (i) the terms of each Fund’s Prospectus and other applicable Company documentation; (ii) all applicable laws, rules and regulations, including, without limitation, the Employee Retirement Income Security Act of 1974 (“ERISA”), and the Internal Revenue Code of 1986 (“Code”) as the case may be; and (iii) the regulations, notices and other requirements of any self-regulatory organization of which the Intermediary is a member. b. Intermediary shall adopt, implement and maintain during the term of this Agreement such policies, procedures and internal controls as are necessary to ensure that the Intermediary only submits to the appropriate Company, its Clearing FirmTransfer Agent or a delegate, Orders received in good order by Intermediary or an Indirect Intermediary prior to the Valuation Time on each Business Day of the applicable Fund for execution at a price based on the net asset value per Share calculated for that Business Day, in accordance with Rule 22c-1 under the 1940 Act. Intermediary acknowledges that Orders for Fund Shares received in good order by Intermediary or an Indirect Intermediary subsequent to the Valuation Time for the Shares on a Business Day or on a day that is not a Business Day shall receive a price based on the next determined net asset value per Share on the next Business Day, in accordance with Rule 22c-1 under the 1940 Act. c. If an omnibus account or Level 3 networked account at the Transfer Agent for in a Fund (or Class thereof) registered in the name of Intermediary’s Clearing Firm Intermediary as nominee on behalf of Customers its customers (including any custodian) owns more than three percent of the outstanding Shares (by Class) of that Fund, Distributor shall have the right to request the name and address of each any of Intermediary’s Cleared Customers customers that owns beneficially more than three percent of the Fund’s outstanding Shares (by Class) through such omnibus account or Level 3 networked account(s)account. To the extent necessary, Intermediary shall direct its Clearing Firm to promptly and accurately reply to any such inquiry. “Omnibus accounts” shall mean accounts Distributor will indicate in any such inquiry the number of Shares (by Class) equaling three percent of the outstanding Shares (by Class) on the books and records a particular date for purpose of Transfer Agent Intermediary’s calculations in which all Cleared Customers’ Shares are held unsegregated in nominee name by Intermediary. “connection with any omnibus account or Level 3 networked accounts” account. d. Intermediary shall mean accounts establish, implement and maintain an adequate business continuity policy aimed at ensuring, in the case of Cleared Customers holding Shares an interruption to its systems and subject procedures, the preservation of essential data and functions, and the maintenance of services and activities, or, where that is not possible, the timely recovery of such data and functions and the timely resumption of its services and activities. Intermediary shall maintain a log of all business continuity events. In the event that a material business continuity event occurs, Intermediary shall advise the Distributor and Administrator promptly of such event and the steps proposed in order to the National Securities Clearing Corporation (“NSCC”) Networking service Level 3minimize any interruption to its services hereunder.

Compliance Matters. a. In connection with its duties and obligations hereunder, Intermediary will at all times comply with: (i) the terms of each Fund’s Prospectus and other applicable Company documentation; (ii) all applicable laws, rules and regulations, including, without limitation, the Employee Retirement Income Security Act of 1974 (“ERISA”), and the Internal Revenue Code of 1986 (“Code”) as the case may be; and (iii) the regulations, notices and other requirements of any self-regulatory organization of which the Intermediary is a member. b. Intermediary shall adopt, implement and maintain during the term of this Agreement such policies, procedures and internal controls as are necessary to ensure that the Intermediary only submits to its Clearing Firm, Orders received in good order by Intermediary prior to the Valuation Time on each Business Day of the applicable Fund for execution at a price based on the net asset value per Share calculated for that Business Day, in accordance with Rule 22c-1 under the 1940 Act. Intermediary acknowledges that Orders for Fund Shares received in good order by Intermediary subsequent to the Valuation Time for the Shares on a Business Day or on a day that is not a Business Day shall receive a price based on the next determined net asset value per Share on the next Business Day, in accordance with Rule 22c-1 under the 1940 Act. c. If an omnibus account or Level 3 networked account at the Transfer Agent for a Fund (or Class thereof) registered in the name of Intermediary’s Clearing Firm as nominee on behalf of Customers owns more than three percent of the outstanding Shares (by Class) of that Fund, Distributor shall have the right to request the name and address of each of Intermediary’s Cleared Customers that owns beneficially more than three percent of the Fund’s outstanding Shares (by Class) through such omnibus account or Level 3 networked account(s). To the extent necessary, Intermediary shall direct its Clearing Firm to promptly and accurately reply to any such inquiry. “Omnibus accounts” shall mean accounts on the books and records of Transfer Agent in which all Cleared Customers’ Shares are held unsegregated in nominee name by Intermediary. “Level 3 networked accounts” shall mean accounts of Cleared Customers holding Shares and subject to the National Securities Clearing Corporation (“NSCC”) Networking service Level 3.that