Common use of NSCC Clause in Contracts

NSCC. If transactions in Fund shares are to be settled through the National Securities Clearing Corporation’s (“NSCC”) Mutual Fund Settlement, Entry and Registration Verification (Fund/SERV) system, the following provisions shall apply: Each party to this Agreement represents that it or one of its affiliates has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV system which provide (i) an automated process whereby the shareholder purchases, redemptions, exchanges and transactions of mutual fund shares are executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“Networking”). For each Fund/SERV transaction, including a transaction establishing accounts with the Fund or its affiliate, the Company shall provide the Fund with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which the Company hereby certifies is and shall remain true and correct. The Company shall maintain documents required by the Fund to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction.” 3. Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms. 4. Each of the parties hereby represents and warrants that the execution, delivery and performance of this Amendment are within the party’s corporate power and have been or will be duly authorized by all necessary corporate action, and this Amendment constitutes the legal, valid and binding obligation of the party in accordance with its terms. 5. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. 6. This Amendment shall be construed in accordance with and be governed by the laws of the State of Maryland (without reference to choice of law doctrine).

NSCC. If transactions in Fund shares are to be settled through the National Securities Clearing Corporation’s (“NSCC”) Mutual Fund Settlement, Entry and Registration Verification (Fund/SERV) system, the following provisions shall apply: Each party to this Agreement represents that it or one of its affiliates has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV system which provide (i) an automated process whereby the shareholder purchases, redemptions, exchanges and transactions of mutual fund shares are executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“Networking”). For each Fund/SERV transaction, including a transaction establishing accounts with the Fund or its affiliate, the Company shall provide the Fund with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which the Company hereby certifies is and shall remain true and correct. The Company shall maintain documents required by the Fund to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. The Insurer hereby agrees to indemnify the Adviser, the Distributor, their affiliates, and any Fund against losses, including reasonable attorney’s fees that may arise from liquidation, exchange, or transfer of only unissued shares upon the Insurer’s direction. Such indemnification applies only to transactions executed and settled as wire orders from information transmitted via NSCC Fund/SERV. The Insurer represents to the Funds, the Adviser, the Underwriter, and affiliates of the Adviser and the Underwriter that all such transactions will be authorized by its customers. Such indemnification shall not apply to any losses (including attorney’s fees) occasioned by a failure of the Adviser, the Distributor or their affiliates, or a Fund to comply with any of the Insurer’s instructions governing the liquidation, exchange, or transfer of only unissued shares, or any negligent act or omission of the Adviser, the Underwriter, their affiliates, a Fund, their employees or agents. The Adviser, the Underwriter or their affiliates may only accept transactions placed from the Insurer’s back office; transactions originating from any other location (including, without limitation of the foregoing, transactions placed through any broker/dealer branch office) may not be accepted. All transactions will be settled upon confirmation of the Insurer’s NSCC transmission to the Adviser, the Underwriter or their affiliate, or a Fund.” 3. Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms. 4. Each of the parties hereby represents and warrants that the execution, delivery and performance of this Amendment are within the party’s corporate power and have been or will be duly authorized by all necessary corporate action, and this Amendment constitutes the legal, valid and binding obligation of the party in accordance with its terms. 5. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. 6. This Amendment shall be construed in accordance with and be governed by the laws of the State of Maryland New York (without reference to choice of law doctrine).

NSCC. If transactions in Fund shares are to be settled through the National Securities Clearing Corporation’s (“NSCC”) Mutual Fund Settlement, Entry and Registration Verification (Fund/SERV) system, the following provisions shall apply: Each party to this Agreement represents that it or one of its affiliates has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV system which provide (i) an automated process whereby the shareholder purchases, redemptions, exchanges and transactions of mutual fund shares are executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“Networking”). For each Fund/SERV transaction, including a transaction establishing accounts with the Fund or its affiliate, the Company Insurer shall provide the Fund with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which the Company hereby certifies is and shall remain true and correct. The Company Insurer shall maintain documents required by the Fund to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by the Company Insurer that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction.” 3. Except The Insurer hereby agrees to indemnify the Adviser, the Distributor, their affiliates, and any Fund against losses, including reasonable attorney’s fees that may arise from liquidation, exchange, or transfer of only unissued shares upon the Insurer’s direction. Such indemnification applies only to transactions executed and settled as specifically amended herebywire orders from information transmitted via NSCC Fund/SERV. The Insurer represents to the Funds, all the Adviser, the Underwriter, and affiliates of the terms Adviser and conditions the Underwriter that all such transactions will be authorized by its customers. Such indemnification shall not apply to any losses (including attorney’s fees) occasioned by a failure of the Agreement shall continue Adviser, the Distributor or their affiliates, or a Fund to be in full force and effect and shall be binding upon the parties in accordance comply with their respective terms. 4. Each any of the parties hereby represents and warrants that Insurer’s instructions governing the executionliquidation, delivery and performance exchange, or transfer of this Amendment are within only unissued shares, or any negligent act or omission of the partyAdviser, the Underwriter, their affiliates, a Fund, their employees or agents. The Adviser, the Underwriter or their affiliates may only accept transactions placed from the Insurer’s corporate power and have been or back office; transactions originating from any other location (including, without limitation of the foregoing, transactions placed through any broker/dealer branch office) may not be accepted. All transactions will be duly authorized by all necessary corporate action, and this Amendment constitutes the legal, valid and binding obligation settled upon confirmation of the party in accordance with its termsInsurer’s NSCC transmission to the Adviser, the Underwriter or their affiliate, or a Fund. 5. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. 6. This Amendment shall be construed in accordance with and be governed by the laws of the State of Maryland (without reference to choice of law doctrine).

NSCC. If transactions in Fund shares are to be settled through the National Securities Clearing Corporation’s 's (“"NSCC”") Mutual Fund Settlement, Entry and Registration Verification (Fund/SERV) system, the following provisions shall apply: Each party to this Agreement represents that it or one of its affiliates has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV system which provide (i) an automated process whereby the shareholder purchases, redemptions, exchanges and transactions of mutual fund shares are executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“"Networking”"). For each Fund/SERV transaction, including a transaction establishing accounts with the Fund or its affiliate, the Insurance Company shall provide the Fund with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which the Company hereby certifies is and shall remain true and correct. The Company shall maintain documents required by the Fund to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. The Insurance Company hereby agrees to indemnify the Adviser, the Distributor, their affiliates, and any Fund against losses, including reasonable attorney's fees that may arise from liquidation, exchange, or transfer of only unissued shares upon the Insurance Company's direction. Such indemnification applies only to transactions executed and settled as wire orders from information transmitted via NSCC Fund/SERV. The Insurance Company represents to the Fund, the Adviser, the Underwriter, and affiliates of the Adviser and the Underwriter that all such transactions will be authorized by its customers. Such indemnification shall not apply to any losses (including attorney's fees) occasioned by a failure of the Adviser, the Distributor or their affiliates, or the Fund to comply with any of the Insurance Company's instructions governing the liquidation, exchange, or transfer of only unissued shares, or any negligent act or omission of the Adviser, the Underwriter, their affiliates, the Fund, their employees or agents. The Adviser, the Underwriter or their affiliates may only accept transactions placed from the Insurance Company's back office; transactions originating from any other location (including, without limitation of the foregoing, transactions placed through any broker/dealer branch office) may not be accepted. All transactions will be settled upon confirmation of the Insurance Company's NSCC transmission to the Adviser, the Underwriter or their affiliate, or the Fund.” 3. Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms. 4. Each of the parties hereby represents and warrants that the execution, delivery and performance of this Amendment are within the party’s 's corporate power and have been or will be duly authorized by all necessary corporate action, and this Amendment constitutes the legal, valid and binding obligation of the party in accordance with its terms. 5. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. 6. This Amendment shall be construed in accordance with and be governed by the laws of the State of Maryland New York (without reference to choice of law doctrine).

NSCC. If transactions in (a) You may settle Fund shares are to be settled through the National Securities Clearing Corporation’s (“NSCC”) Mutual Fund Settlement, Entry and Registration Verification (share redemptions via NSCC Fund/SERVServ and without a guaranteed endorsement provided: (a) systemthe wire order redemption request is placed through NSCC Fund/Serv and (b) in the case of certificated shares, the following provisions shall apply: Each party to this Agreement represents that it appropriate certificate(s) are received as settlement and the reverse of such certificate(s) is not completed or one of its affiliates has entered into signed in a manner deemed inconsistent by us or the Standard Networking Agreement with the NSCC and it desires Transfer Agent. (b) If we agree to participate in the programs offered NSCC "Networking" program with you, you and we will execute a separate agreement provided that, to the extent that any terms of this Agreement conflict with the terms of such separate agreement, the terms of this Agreement shall prevail. We agree that you may then act through the Transfer Agent, the Networking channels and Fund/Serv as provided in that agreement and without supporting documentation from your Customers (including customers of Originating Firms if you are a clearing broker), provided: (i) You provide all necessary, requested, updating and reconciling information to ensure the accuracy of records and to enable the Transfer Agent to maintain an accurate cross-reference file between Customer records and the Fund account records, which shall remain the official records of all Fund shareholder accounts. You agree that the Transfer Agent will not be responsible for changes to the file until a reasonable time after receipt. (ii) You promptly will provide us with all applicable Information regarding adverse claims, governmental and legal inquiries and correspondence. (iii) You will report to your Customers all information the Funds must report on shareholder confirmations or otherwise under any applicable law or regulation or the terms of the Prospectus or which we, the Transfer Agent or the Funds provide you. Such reporting shall be complete, accurate and timely. (iv) You will ensure that cash distributions are accurately paid to your Customer at the time specified by the Fund and you shall be solely responsible for any liabilities arising from payments reported by Customers as lost, stolen or forged. (c) You further agree: that if you are acting as a clearing broker, you have obtained the prior written consent of each Originating Firm to all terms of this Section and the separate agreement and that all actions taken will be approved in advance by the applicable Originating Firm; to perform all duties, functions or responsibilities described herein and in the Networking Agreement in a businesslike and competent manner; that you or the Originating Firm has the prior sufficient consent of each Customer whose account is to be placed in or transferred to a Networking account, having first informed each Customer in writing of all related material facts; that all your instructions and actions regarding Networked accounts will be accurate, complete and in the appropriate format; that you will be deemed to guarantee in proper order of your Customer's signature and the taking of any action as to which the Transfer Agent normally requires a signature guarantee; that you will obtain and maintain, and provide upon request, all documents or information for each Networking account required by applicable law or regulation; that you will maintain adequate insurance coverage for your obligations hereunder and provide us upon request with an appropriate certificate of insurance; and that you will perform all federal, state and local tax reporting with respect to transactions in shares through the NSCC Fund/SERV system which provide (i) an automated process whereby the shareholder purchases, redemptions, exchanges and transactions of mutual fund shares are executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“Networking”). For each Fund/SERV transaction, including a transaction establishing accounts with the Fund or its affiliate, the Company shall provide the Fund with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which the Company hereby certifies is and shall remain true and correct. The Company shall maintain documents required by the Fund to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instructionServ program.” 3. Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms. 4. Each of the parties hereby represents and warrants that the execution, delivery and performance of this Amendment are within the party’s corporate power and have been or will be duly authorized by all necessary corporate action, and this Amendment constitutes the legal, valid and binding obligation of the party in accordance with its terms. 5. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. 6. This Amendment shall be construed in accordance with and be governed by the laws of the State of Maryland (without reference to choice of law doctrine).