Pricing Information; Orders; Settlement. (a) Distributor will make shares available to be purchased by the Nominee on behalf of the Account at the net asset value applicable to each order; provided, however, that the Plans meet the criteria for purchasing shares of the Funds at net asset value as described in the Funds' prospectuses. Fund shares shall be purchased and redeemed on a net basis for such Plans in such quantity and at such time determined by AISI or the Nominee to correspond with investment instructions received by AISI from Plan Representatives or Participants. (b) Distributor agrees to furnish or cause to be furnished to AISI for each Fund: (i) confirmed net asset value information as of the close of trading (currently 4:00p.m., East Coast time) on the New York Stock Exchange ("Close of Trading") on each business day that the New York Stock Exchange is open for business ("Business Day") or at such other time as the net asset value of a Fund is calculated as disclosed in the relevant then current prospectus(es) in a format that includes the Fund's name and the change from the last calculated net asset value, (ii) dividend and capital gains information as it arises, and (iii) in the case of a fixed income fund, the daily accrual or the distribution rate factor. Distributor shall use commercially reasonable efforts to provide or cause to be provided to AISI such information by 6:30p.m., East Coast time. (c) AISI, as agent for the Funds for the sole purposes expressed herein shall receive from Plan Representatives or Participants for acceptance as of the Close of Trading on each Business Day: (i) orders for the purchase of shares of the Funds, exchange orders, and redemption requests and redemption directions with respect to shares of the Funds held by the Nominee ("Instructions"), (ii) transmit to Distributor such Instructions no later than 9:00 a.m., East Coast time on the next following Business Day, and (iii) upon acceptance of any such Instructions, communicate such acceptance to the Plan Representatives or Plan Participants, as appropriate ("Confirmation"). The Business Day on which such Instructions are received in proper form by AISI and time stamped by the Close of Trading will be the date as of which Fund shares shall be deemed purchased, exchanged, or redeemed as a result of such Instructions. Instructions received in proper form by AISI and time stamped after the Close of Trading on any given Business Day shall be treated as if received on the next following Business Day. AISI agrees that all Instructions received by AISI, which will be transmitted to Distributor for processing as of a particular Business Day, will have been received and time stamped prior to the Close of Trading on that previous Business Day. (d) AISI will wire payment, or arrange for payment to be wired, for such purchase orders, in immediately available funds, to a Fund custodial account or accounts designated by Distributor, as soon as possible, but in any event no later than 4:00p.m., East Coast time on the Business Day following the Business Day as of which such purchase orders are made in conformance with Section 3(c). (e) Distributor or its designees will wire payment, or arrange for payment to be wired, for redemption orders, in immediately available funds, to an account or accounts designated by AISI, as soon as possible, but in any event no later than 4:00p.m. East Coast time on the same Business Day as of which such redemption orders are received by the Distributor in conformance with Section 3(c). (f) In lieu of the provisions set forth in subparagraphs 3(a) through 3(e) above, the parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's Fund/SERV System, in which case such activities will be governed by the provisions set forth in an Exhibit to this Agreement. (g) Upon Distributor's request, AISI shall provide copies of historical records relating to transactions between the Funds and the Plan Representatives or Participants investing in such Funds, written communications regarding the Funds to or from such persons, and other materials, in each case, as may reasonably be requested to enable Distributor or any other designated entity, including without limitation, auditors, investment advisers, or transfer agents of the Funds to monitor and review the services being provided under this Agreement, or to comply with any request of a governmental body or self-regulatory organization or a shareholder. AISI also agrees that AISI will permit Distributor or the Funds, or any duly designated representative to have reasonable access to AISI's personnel and records in order to facilitate the monitoring of the quality of the services being provided under this Agreement. (h) AISI shall assume responsibility as herein described for any loss to Distributor or to a Fund caused by a cancellation or correction made to an Instruction by a Plan Representative or Participant subsequent to the date as of which such instruction has been received by AISI and originally relayed to Distributor, and AISI will immediately pay such loss to Distributor or such Fund upon AISI's receipt of written notification, with supporting data. (i) Distributor shall indemnify and hold Aetna harmless, from the effective date of this Agreement, against any amount Aetna is required to pay to Plans, Plan Representatives, or Participants due to: (i) an incorrect calculation by the Distributor, the Fund or Fund's agent of a Fund's daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect reporting of the daily net asset value, dividend rate, or n capital gain distribution rate of a Fund, upon written notification by Aetna, with supporting data, to Distributor. In addition, the Fund or the Distributor shall be liable to Aetna for systems and out of pocket costs up to the limits stated in subparagraph 3(j) below, incurred by Aetna in making a Contract owner's or a participant's account whole, if such costs or expenses are a result of the Distributor's, the Fund's or the Fund agent's failure to provide timely or correct net asset values, dividend and capital gains or financial information and if such information is not corrected by 4 pm East Coast Time of the next business day after releasing such incorrect information provided the incorrect NAV as well as the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract owner's or a Participant's account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected. (j) The following limits shall apply to the collective liabilities of the Distributor and/or the Fund, as appropriate, to Aetna for systems and out of pocket costs incurred by Aetna if such costs or expenses are a result of the Distributor's, the Fund's or the Fund's agent's failure to provide Aetna with such correct or timely information: (i) $1,000 per day for each day that incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does not include a month-end or a fiscal quarter-end, (ii) $1,500 per day for each day that such incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does include a month-end or a fiscal quarter-end, and (iii) up to $50,000 per occurrence in the aggregate under (i) or (ii) above. Any incorrect information that has as a common nexus any single error shall be deemed to be one occurrence for these purposes provided all corrections are provided at the same time. (k) Each party shall notify the other of any errors or omissions in any information, including a net asset value and distribution information set forth above, and interruptions in or delay or unavailability of, the means of transmittal of any such information as promptly as possible. Aetna and Distributor agree to maintain reasonable errors and omissions insurance coverage commensurate with each party's respective responsibilities under this Agreement.
Appears in 4 contracts
Samples: Selling and Services Agreement (VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co), Selling and Services Agreement (VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co), Selling and Services Agreement (VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co)
Pricing Information; Orders; Settlement. (a) Distributor Transfer Agent will make shares available to be purchased by the Nominee on behalf of the Account at the net asset value applicable to each order; provided, however, that the Plans meet the criteria for purchasing shares of the Funds at net asset value as described in the Funds' ’ prospectuses. Fund shares shall be purchased and redeemed on a net basis for such Plans in such quantity and at such time determined by AISI or the Nominee to correspond with investment instructions received by AISI from Plan Representatives or Participants.
(b) Distributor Transfer Agent agrees to furnish or cause to be furnished to AISI for each Fund: (i) confirmed net asset value information as of the close of trading (currently 4:00p.m.4:00 p.m., East Coast time) on the New York Stock Exchange ("“Close of Trading"”) on each business day that the New York Stock Exchange is open for business ("“Business Day"”) or at such other time as the net asset value of a Fund is calculated as disclosed in the relevant then current prospectus(es) in a format that includes the Fund's ’s name and the change from the last calculated net asset value, (ii) dividend and capital gains information as it arises, and (iii) in the case of a fixed income fund, the daily accrual or the distribution rate factor. Distributor Transfer Agent shall use commercially reasonable its best efforts to provide or cause to be provided to AISI such information by 6:30p.m.6:30 p.m. East Coast time, but in event later than 7:00 p.m. East Coast time.
(c) AISI, as agent for the Funds for the sole purposes expressed herein shall receive from Plan Representatives or Participants for acceptance as of the Close of Trading on each Business Day: (i) orders for the purchase of shares of the Funds, exchange orders, and redemption requests and redemption directions with respect to shares of the Funds held by the Nominee ("“Instructions"”), (ii) transmit to Distributor Transfer Agent such Instructions no later than 9:00 a.m., East Coast time on the next following Business Day, except for instructions on the Fund(s) listed as “Group B” in Schedule A hereto, and (iii) upon acceptance of any such Instructions, communicate such acceptance to the Plan Representatives or Plan Participants, as appropriate ("“Confirmation"”). The Business Day on which such Instructions are received in proper form by AISI and time stamped by the Close of Trading will be the date as of which Fund shares shall be deemed purchased, exchanged, or redeemed as a result of such Instructions. Instructions received in proper form by AISI and time stamped after the Close of Trading on any given Business Day shall be treated as if received on the next following Business Day. AISI agrees that all Instructions received by AISI, which will be transmitted to Distributor Transfer Agent for processing as of a particular Business Day, will have been received and time stamped prior to the Close of Trading on that previous Business Day.
(d) . AISI will wire payment, or arrange for payment shall use its best efforts to be wired, for such purchase orders, in immediately available funds, communicate via telephone to a Fund custodial account or accounts designated the person indicated on Schedule B by Distributor, as soon as possible, but in any event no later than 4:00p.m., East Coast time on the Business Day following the Business Day as of which such purchase orders are made in conformance with Section 3(c).
(e) Distributor or its designees will wire payment, or arrange for payment to be wired, for redemption orders, in immediately available funds, to an account or accounts designated by AISI, as soon as possible, but in any event no later than 4:00p.m. 1:00 East Coast time on the same Business Day as of which that any net purchases or redemptions with respect to any Fund exceed the dollar value for such redemption orders are received by the Distributor in conformance with Section 3(c).
(f) In lieu of the provisions Fund set forth in subparagraphs 3(a) through 3(e) above, Schedule B; provided that such order is the parties may agree result of an “Extraordinary Plan Event” of which the necessary AISI personnel has actual notice of prior to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's Fund/SERV System, in which case such activities will be governed by time. “Extraordinary Plan Event” shall mean an event outside the provisions set forth in an Exhibit to this Agreement.
(g) Upon Distributor's request, AISI shall provide copies of historical records relating to transactions between the Funds and the Plan Representatives or Participants investing in such Funds, written communications regarding the Funds to or from such persons, and other materials, in each case, as may reasonably be requested to enable Distributor or any other designated entity, including without limitation, auditors, investment advisers, or transfer agents of the Funds to monitor and review the services being provided under this Agreement, or to comply with any request normal operation of a governmental body plan such as an entire Plan moving into or self-regulatory organization or a shareholder. AISI also agrees that AISI will permit Distributor or the Funds, or any duly designated representative to have reasonable access to AISI's personnel and records in order to facilitate the monitoring out of the quality of the services being provided under this Agreement.
(h) AISI shall assume responsibility as herein described for any loss to Distributor or to a Fund caused by a cancellation or correction made to an Instruction by a Plan Representative or Participant subsequent to the date as of which such instruction has been received by AISI and originally relayed to Distributor, and AISI will immediately pay such loss to Distributor or such Fund upon AISI's receipt of written notification, Aetna’s account with supporting data.
(i) Distributor shall indemnify and hold Aetna harmless, from the effective date of this Agreement, against any amount Aetna is required to pay to Plans, Plan Representatives, or Participants due to: (i) an incorrect calculation by the Distributor, the Fund or Fund's agent of a Fund's daily net plan asset valuetransfer or merger arising from a plan sponsor’s merger, dividend rate, acquisition or capital gains distribution rate or (ii) incorrect reporting of the daily net asset value, dividend rate, or n capital gain distribution rate of a Fund, upon written notification by Aetna, with supporting data, to Distributor. In addition, the Fund or the Distributor shall be liable to Aetna for systems and out of pocket costs up to the limits stated in subparagraph 3(j) below, incurred by Aetna in making a Contract owner's or a participant's account whole, if such costs or expenses are a result of the Distributor's, the Fund's or the Fund agent's failure to provide timely or correct net asset values, dividend and capital gains or financial information and if such information is not corrected by 4 pm East Coast Time of the next business day after releasing such incorrect information provided the incorrect NAV as well as the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract owner's or a Participant's account whole shall be borne by the party providing the incorrect information, regardless of when the error is correcteddivestiture.
(j) The following limits shall apply to the collective liabilities of the Distributor and/or the Fund, as appropriate, to Aetna for systems and out of pocket costs incurred by Aetna if such costs or expenses are a result of the Distributor's, the Fund's or the Fund's agent's failure to provide Aetna with such correct or timely information: (i) $1,000 per day for each day that incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does not include a month-end or a fiscal quarter-end, (ii) $1,500 per day for each day that such incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does include a month-end or a fiscal quarter-end, and (iii) up to $50,000 per occurrence in the aggregate under (i) or (ii) above. Any incorrect information that has as a common nexus any single error shall be deemed to be one occurrence for these purposes provided all corrections are provided at the same time.
(k) Each party shall notify the other of any errors or omissions in any information, including a net asset value and distribution information set forth above, and interruptions in or delay or unavailability of, the means of transmittal of any such information as promptly as possible. Aetna and Distributor agree to maintain reasonable errors and omissions insurance coverage commensurate with each party's respective responsibilities under this Agreement.
Appears in 2 contracts
Samples: Services Agreement (VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co), Services Agreement (VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co)
Pricing Information; Orders; Settlement. (a) Distributor will make shares available to be purchased by the Nominee on behalf of the Account at the net asset value applicable to each order; provided, however, that the Plans meet the criteria for purchasing shares of the Funds at net asset value as described in the Funds' ’ prospectuses. Fund shares shall be purchased and redeemed on a net basis for such Plans in such quantity and at such time determined by AISI AIS or the Nominee to correspond with investment instructions received by AISI AIS from Plan Representatives or Participants.
(b) Distributor agrees to furnish or cause to be furnished to AISI AIS for each Fund: (i) confirmed net asset value information as of the close of trading (currently 4:00p.m.4:00 p.m., East Coast time) on the New York Stock Exchange ("“Close of Trading"”) on each business day that the New York Stock Exchange is open for business ("“Business Day"”) or at such other time as the net asset value of a Fund is calculated as disclosed in the relevant then current prospectus(es) in a format that includes the Fund's ’s name and the change from the last calculated net asset value, (ii) dividend and capital gains information as it arises, and (iii) in the case of a fixed income fund, the daily accrual or the distribution rate factor. Distributor shall use commercially reasonable its best efforts to provide or cause to be provided to AISI AIS such information by 6:30p.m.6:30 p.m., East Coast time, but in no event later than 7:00 p.m. East Coast time, absent extrordinary circumstances. In the event of an anticipated delay past 7:00 p.m., Distributor shall notify AIS by 7:00 p.m. of such delay.
(c) AISIAIS, as agent for the Funds for the sole purposes expressed herein shall receive from Plan Representatives or Participants for acceptance as of the Close of Trading on each Business Day: (i) orders for the purchase of shares of the Funds, exchange orders, and redemption requests and redemption directions with respect to shares of the Funds held by the Nominee ("“Instructions"”), (ii) transmit to Distributor such Instructions no later than 9:00 a.m., East Coast time on the next following Business Day, and (iii) upon acceptance of any such Instructions, communicate such acceptance to the Plan Representatives or Plan Participants, as appropriate ("“Confirmation"”). The Business Day on which such Instructions are received in proper form by AISI AIS and time stamped by the Close of Trading will be the date as of which Fund shares shall be deemed purchased, exchanged, or redeemed as a result of such Instructions. Instructions received in proper form by AISI AIS and time stamped after the Close of Trading on any given Business Day shall be treated as if received on the next following Business Day. AISI AIS agrees that all Instructions received by AISIAIS, which will be transmitted to Distributor for processing as of a particular Business Day, will have been received and time stamped prior to the Close of Trading on that previous Business Day.
(d) AISI AIS will wire payment, or arrange for payment to be wired, for such purchase orders, in immediately available funds, to a Fund custodial account or accounts designated by Distributor, as soon as possible, but in any event no later than 4:00p.m.4:00 p.m., East Coast time on the Business Day following the Business Day as of which such purchase orders are made in conformance with Section 3(c).
(e) Distributor or its designees will wire payment, or arrange for payment to be wired, for redemption orders, in immediately available funds, to an account or accounts designated by AISIAIS, as soon as possible, but in any event no later than 4:00p.m. 4:00 p.m. East Coast time on the same Business Day as of which such redemption orders are received by the Distributor in conformance with Section 3(c).
(f) In lieu of the applicable provisions set forth in subparagraphs paragraphs 3(a) through 3(e) above, the parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's ’s Fund/SERV System, in which case such activities will be governed by the provisions set forth in an Exhibit I to this Agreement.
(g) Upon Distributor's ’s request, AISI AIS shall provide copies of historical records relating to transactions between the Funds and the Plan Representatives or Participants investing in such Funds, written communications regarding the Funds to or from such persons, and other materials, in each case, as may reasonably be requested to enable Distributor or any other designated entity, including without limitation, auditors, investment advisers, or transfer agents of the Funds to monitor and review the services being provided under this Agreement, or to comply with any request of a governmental body or self-regulatory organization or a shareholder. AISI AIS also agrees that AISI AIS will permit Distributor or the Funds, or any duly designated representative to have reasonable access to AISI's AIS’s personnel and records in order to facilitate the monitoring of the quality of the services being provided under this Agreement.
(h) AISI AIS shall assume responsibility as herein described for any loss to Distributor or to a Fund caused by a cancellation or correction made to an Instruction by a Plan Representative or Participant subsequent to the date as of which such instruction Instruction has been received by AISI AIS and originally relayed to Distributor, and AISI AIS will immediately pay such loss to Distributor or such Fund upon AISI's AIS’s receipt of written notification, with supporting data.
(i) Distributor shall indemnify and hold Aetna harmless, from the effective date of this Agreement, against any amount Aetna is required to pay to Plans, Plan Representatives, or Participants due to: (i) an incorrect calculation by the Distributor, the Fund or Fund's agent of a Fund's ’s daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect or late reporting of the daily net asset value, dividend rate, or n capital gain distribution rate of a Fund, upon written notification by Aetna, with supporting data, to Distributor. In addition, the Fund or the Distributor shall be liable to Aetna for systems and out of pocket costs up to the limits stated in subparagraph 3(j) below, incurred by Aetna in making a Contract owner's Plan’s or a participantParticipant's account whole, if such costs or expenses are a result of the Distributor's, the Fund's or the Fund agent's ’s failure to provide timely or correct net asset values, dividend and capital gains or financial information and if such information is not corrected by 4 pm 4:00 p.m. East Coast Time time of the next business day after releasing such incorrect information provided the incorrect NAV as well as the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract owner's Plan’s or a Participant's account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected.
(j) The following limits shall apply to the collective liabilities of the Distributor and/or the Fund, as appropriate, to Aetna for systems and out of pocket costs incurred by Aetna if such costs or expenses are a result of the Distributor's, the Fund's or the Fund's agent's failure to provide Aetna with such correct or timely information: (i) $1,000 per day for each day that incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does not include a month-end or a fiscal quarter-end, (ii) $1,500 per day for each day that such incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does include a month-end or a fiscal quarter-end, and (iii) up to $50,000 per occurrence in the aggregate under (i) or (ii) above. Any incorrect information that has as a common nexus any single error shall be deemed to be one occurrence for these purposes provided all corrections are provided at the same time.
(k) Each party shall notify the other of any errors or omissions in any information, including a net asset value and distribution information set forth above, and interruptions in or delay or unavailability of, the means of transmittal of any such information as promptly as possible. Aetna and Distributor agree to maintain reasonable errors and omissions insurance coverage commensurate with each party's respective responsibilities under this Agreement.
Appears in 1 contract
Samples: Selling and Services Agreement (Variable Annuity Acct C of Ing Life Insurance & Annuity Co)
Pricing Information; Orders; Settlement. (a) Distributor will make shares available to be purchased by the Nominee on behalf of the Account at the net asset value applicable to each order; provided, however, that the Plans meet the criteria for purchasing shares of the Funds at net asset value as described in the Funds' ’ prospectuses. Fund shares shall be purchased and redeemed on a net basis for such Plans in such quantity and at such time determined by AISI or the Nominee to correspond with investment instructions received by AISI from Plan Representatives or Participants.
(b) Distributor agrees to furnish or cause to be furnished to AISI for each Fund: (i) confirmed net asset value information as of the close of trading (currently 4:00p.m.4:00 p.m., East Coast time) on the New York Stock Exchange ("“Close of Trading"”) on each business day that the New York Stock Exchange is open for business ("“Business Day"”) or at such other time as the net asset value of a Fund is calculated as disclosed in the relevant then current prospectus(es) in a format that includes the Fund's ’s name and the change from the last calculated net asset value, (ii) dividend and capital gains information as it arises, and (iii) in the case of a fixed income fund, the daily accrual or the distribution rate factor. Distributor shall use commercially reasonable efforts to provide or cause to be provided to AISI such information by 6:30p.m.6:30 p.m., East Coast time.
(c) AISI, as agent for the Funds for the sole purposes expressed herein shall receive from Plan Representatives or Participants for acceptance as of the Close of Trading on each Business Day: (i) orders for the purchase of shares of the Funds, exchange orders, and redemption requests and redemption directions with respect to shares of the Funds held by the Nominee ("“Instructions"”), (ii) transmit to Distributor such Instructions no later than 9:00 a.m., East Coast time on the next following Business Day, and (iii) upon acceptance of any such Instructions, communicate such acceptance to the Plan Representatives or Plan Participants, as appropriate ("“Confirmation"”). The Business Day on which such Instructions are received in proper form by AISI and time stamped by the Close of Trading will be the date as of which Fund shares shall be deemed purchased, exchanged, or redeemed as a result of such Instructions. Instructions received in proper form by AISI and time stamped after the Close of Trading on any given Business Day shall be treated as if received on the next following Business Day. AISI agrees that all Instructions received by AISI, which will be transmitted to Distributor for processing as of a particular Business Day, will have been received and time stamped prior to the Close of Trading on that previous Business Day.
(d) AISI will wire payment, or arrange for payment to be wired, for such purchase orders, in immediately available funds, to a Fund custodial account or accounts designated by Distributor, as soon as possible, but in any event no later than 4:00p.m., East Coast time on the Business Day following the Business Day as of which such purchase orders are made in conformance with Section 3(c).
(e) Distributor or its designees will wire payment, or arrange for payment to be wired, for redemption orders, in immediately available funds, to an account or accounts designated by AISI, as soon as possible, but in any event no later than 4:00p.m. East Coast time on the same Business Day as of which such redemption orders are received by the Distributor in conformance with Section 3(c).Instructions
(f) In lieu of the applicable provisions set forth in subparagraphs 3(aparagraphs 4(a) through 3(e4(e) above, the parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's ’s Fund/SERV System, in which case such activities will be governed by the provisions set forth in an Exhibit A to this Agreement.
(g) Upon Distributor's ’s request, AISI shall provide copies of historical records relating to transactions between the Funds and the Plan Representatives or Participants investing in such Funds, written communications regarding the Funds to or from such persons, and other materials, in each case, as may reasonably be requested to enable Distributor or any other designated entity, including without limitation, auditors, investment advisers, or transfer agents of the Funds to monitor and review the services being provided under this Agreement, or to comply with any request of a governmental body or self-regulatory organization or a shareholder. AISI also agrees that AISI will permit Distributor or the Funds, or any duly designated representative to have reasonable access to AISI's ’s personnel and records in order to facilitate the monitoring of the quality of the services being provided under this Agreement.
. (h) AISI shall assume responsibility as herein described for any loss to Distributor or to a Fund caused by a cancellation or correction made to an Instruction by a Plan Representative or Participant subsequent to the date as of which such instruction Instruction has been received by AISI and originally relayed to Distributor, and AISI will immediately pay such loss to Distributor or such Fund upon AISI's receipt of written notification, with supporting data.
(i) Distributor shall indemnify and hold Aetna harmless, from the effective date of this Agreement, against any amount Aetna is required to pay to Plans, Plan Representatives, or Participants due to: (i) an incorrect calculation by the Distributor, the Fund or Fund's agent of a Fund's daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect reporting of the daily net asset value, dividend rate, or n capital gain distribution rate of a Fund, upon written notification by Aetna, with supporting data, to Distributor. In addition, the Fund or the Distributor shall be liable to Aetna for systems and out of pocket costs up to the limits stated in subparagraph 3(j) below, incurred by Aetna in making a Contract owner's or a participant's account whole, if such costs or expenses are a result of the Distributor's, the Fund's or the Fund agent's failure to provide timely or correct net asset values, dividend and capital gains or financial information and if such information is not corrected by 4 pm East Coast Time of the next business day after releasing such incorrect information provided the incorrect NAV as well as the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract owner's or a Participant's account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected.and
(j) The following limits shall apply to the collective liabilities of the Distributor and/or the Fund, as appropriate, to Aetna for systems and out of pocket costs incurred by Aetna if such costs or expenses are a result of the Distributor's, the Fund's or the Fund's agent's failure to provide Aetna with such correct or timely information: (i) $1,000 per day for each day that incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does not include a month-end or a fiscal quarter-end, (ii) $1,500 per day for each day that such incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does include a month-end or a fiscal quarter-end, and (iii) up to $50,000 per occurrence in the aggregate under (i) or (ii) above. Any incorrect information that has as a common nexus any single error shall be deemed to be one occurrence for these purposes provided all corrections are provided at the same time.
(k) Each party shall notify the other of any errors or omissions in any information, including a net asset value and distribution information set forth above, and interruptions in or delay or unavailability of, the means of transmittal of any such information as promptly as possible. Aetna AISI and Distributor agree to maintain reasonable errors and omissions insurance coverage commensurate with each party's ’s respective responsibilities under this Agreement.
Appears in 1 contract
Samples: Selling and Services Agreement (Variable Annuity Acct C of Ing Life Insurance & Annuity Co)
Pricing Information; Orders; Settlement. (a) Distributor will make shares available to be purchased by the Nominee on behalf of the Account at the net asset value applicable to each order; provided, however, that the Plans meet the criteria for purchasing shares of the Funds at net asset value as described in the Funds' ’ prospectuses. Fund shares shall be purchased and redeemed on a net basis for such Plans in such quantity and at such time determined by AISI or the Nominee to correspond with investment instructions received by AISI from Plan Representatives or Participants.
(b) Distributor agrees to furnish or cause to be furnished to AISI for each Fund: (i) confirmed net asset value information as of the close of trading (currently 4:00p.m.4:00 p.m., East Coast time) on the New York Stock Exchange ("“Close of Trading"”) on each business day that the New York Stock Exchange is open for business ("“Business Day"”) or at such other time as the net asset value of a Fund is calculated as disclosed in the relevant then current prospectus(es) in a format that includes the Fund's ’s name and the change from the last calculated net asset value, (ii) dividend and capital gains information as it arises, and (iii) in the case of a fixed income fund, the daily accrual or the distribution rate factor. Distributor shall use commercially reasonable efforts to provide or cause to be provided to AISI such information by 6:30p.m.7:00 p.m., East Coast time.
(c) AISI, as agent for the Funds for the sole purposes expressed herein shall receive from Plan Representatives or Participants for acceptance as of the Close of Trading on each Business Day: (i) orders for the purchase of shares of the Funds, exchange orders, and redemption requests and redemption directions with respect to shares of the Funds held by the Nominee ("“Instructions"”), (ii) transmit to Distributor such Instructions no later than 9:00 8:00 a.m., East Coast time on the next following Business Day, and (iii) upon acceptance of any such Instructions, communicate such acceptance to the Plan Representatives or Plan Participants, as appropriate ("“Confirmation"”). The Business Day on which such Instructions are received in proper form by AISI and time stamped by the Close of Trading will be the date as of which Fund shares shall be deemed purchased, exchanged, or redeemed as a result of such Instructions. Instructions received in proper form by AISI and time stamped after the Close of Trading on any given Business Day shall be treated as if received on the next following Business Day. AISI agrees that all Instructions received by AISI, which will be transmitted to Distributor for processing as of a particular Business Day, will have been received and time stamped prior to the Close of Trading on that previous Business Day.
(d) AISI will wire payment, or arrange for payment to be wired, for such purchase orders, in immediately available funds, to a Fund custodial account or accounts designated by Distributor, as soon as possible, but in any event no later than 4:00p.m.4:00 p.m., East Coast time on the Business Day following the Business Day as of which such purchase orders are made in conformance with Section 3(c).
(e) Distributor or its designees will wire payment, or arrange for payment to be wired, for redemption orders, in immediately available funds, to an account or accounts designated by AISI, as soon as possible, but in any event no later than 4:00p.m. 4:00 p.m. East Coast time on the same Business Day as of which such redemption orders are received by the Distributor in conformance with Section 3(c).
(f) In lieu of the applicable provisions set forth in subparagraphs paragraphs 3(a) through 3(e) above, the parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's ’s Fund/SERV System, in which case such activities will be governed by the provisions set forth in an Exhibit to this Agreement.
(g) Upon Distributor's ’s request, AISI shall provide copies of historical records relating to transactions between the Funds and the Plan Representatives or Participants investing in such Funds, written communications regarding the Funds to or from such persons, and other materials, in each case, as may reasonably be requested to enable Distributor or any other designated entity, including without limitation, auditors, investment advisers, or transfer agents of the Funds to monitor and review the services being provided under this Agreement, or to comply with any request of a governmental body or self-regulatory organization or a shareholder. AISI also agrees that AISI will permit Distributor or the Funds, or any duly designated representative to have reasonable access to AISI's ’s personnel and records in order to facilitate the monitoring of the quality of the services being provided under this Agreement.
(h) AISI shall assume responsibility as herein described for any loss to Distributor or to a Fund caused by a cancellation or correction made to an Instruction by a Plan Representative or Participant subsequent to the date as of which such instruction Instruction has been received by AISI and originally relayed to Distributor, and AISI will immediately pay such loss to Distributor or such Fund upon AISI's ’s receipt of written notification, with supporting data.
(i) Distributor shall indemnify and hold Aetna harmless, from the effective date of this Agreement, against any amount Aetna is required to pay to Plans, Plan Representatives, or Participants (excluding consequential damages) due to: (i) an incorrect calculation by the Distributor, the Fund or Fund's agent of a Fund's ’s daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect or late reporting of the daily net asset value, dividend rate, or n capital gain distribution rate of a Fund, upon written notification by Aetna, with supporting data, to Distributor. In addition, the Fund or the Distributor shall be liable to reimburse Aetna for reasonable and demonstrable systems and out of pocket costs up to the limits stated in subparagraph 3(j) below, incurred by Aetna in making a Contract owner's Plan’s or a participantParticipant's account whole, if such costs or expenses are a result of the Distributor's, the Fund's or the Fund agent's failure to provide timely or correct net asset values, dividend and capital gains or financial information and if such information is not corrected by 4 pm 4:00 p.m. East Coast Time time of the next business day after releasing such incorrect information provided the incorrect NAV as well as the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract owner's Plan’s or a Participant's account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected.. The parties agree that Distributor shall not be responsible for earnings and/or appreciation that Plans or Participants would have realized on amounts that should have been but were not invested in (or withdrawn from) other funds within the Plan (i.e. any funds that were not the subject of the pricing error) in accordance with an instruction due to an error or delay with respect to the procedures outlined in the Agreement which is caused by Distributor. 3
(j) The following limits shall apply to the collective liabilities of the Distributor and/or the Fund, as appropriate, to Aetna for systems and out of pocket costs incurred by Aetna if such costs or expenses are a result of the Distributor's, the Fund's or the Fund's agent's failure to provide Aetna with such correct or timely information: (i) $1,000 per day for each day that incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does not include a month-end or a fiscal quarter-end, (ii) $1,500 per day for each day that such incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does include a month-end or a fiscal quarter-end, and (iii) up to $50,000 per occurrence in the aggregate under (i) or (ii) above. Any incorrect information that has as a common nexus any single error shall be deemed to be one occurrence for these purposes provided all corrections are provided at the same time.
(k) Each party shall notify the other of any errors or omissions in any information, including a net asset value and distribution information set forth above, and interruptions in or delay or unavailability of, the means of transmittal of any such information as promptly as possible. Aetna AISI and Distributor agree to maintain reasonable errors and omissions insurance coverage commensurate with each party's ’s respective responsibilities under this Agreement.
Appears in 1 contract
Samples: Selling and Services Agreement (VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co)
Pricing Information; Orders; Settlement. (a) Distributor will make shares available to be purchased by the Nominee or by ING Insurer, as applicable, on behalf of the Account Accounts, at the net asset value applicable to each order; provided, however, that the Plans or the Separate Accounts meet the criteria for purchasing shares of the Funds at net asset value as described in the Funds' prospectusesthen current registration statement (the "Prospectus"). Fund shares shall be purchased and redeemed on a net basis for such Plans or such Separate Accounts in such quantity and at such time determined by AISI ING or the Nominee to correspond with investment instructions Instructions (as hereinafter defined) received by AISI ING from Contract owners, Plan Representatives or Participants.
(b) Distributor agrees agrees, in accordance with and at the times specified in the Operational Guidelines attached hereto as Exhibit B (the "Operational Guidelines"), to furnish or cause to be furnished to AISI ING Financial for each Fund: (i) confirmed net asset value information as of the close of trading (currently 4:00p.m., East Coast time) on for each Fund as set forth in the New York Stock Exchange Prospectus for such Fund ("Close of Trading") on each business day that the New York Stock Exchange is open for business ("Business Day") or at such other time as the net asset value of a Fund is calculated as disclosed in the relevant then current prospectus(es) in a format that includes the Fund's name and the change from the last calculated net asset value), (ii) dividend and capital gains information as it arises, and (iii) in the case of a fixed income fund, the daily accrual or the distribution rate factor. Distributor shall use commercially reasonable efforts to provide or cause to be provided to AISI such information by 6:30p.m., East Coast time.
(c) AISIING Financial, as agent for the Funds for the sole purposes expressed herein shall receive from Contract owners, Plan Representatives or Participants for acceptance as of the Close of Trading on each Business Day: (i) orders for the purchase of shares of the Funds, exchange orders, and redemption requests and redemption directions with respect to shares of the Funds held by the Nominee or by ING Insurer on behalf of its Separate Accounts ("Instructions"), (ii) transmit to Distributor such Instructions no later than 9:00 a.m., East Coast time on in accordance with the next following Business DayOperational Guidelines, and (iii) upon acceptance of any such Instructions, communicate such acceptance to the Contract owners, Plan Representatives or Plan Participants, as appropriate ("Confirmation"). The Business Day on which such Instructions are received in proper form by AISI ING Financial and time stamped by the Close of Trading will be the date as of which Fund shares shall be deemed purchased, exchanged, or redeemed as a result of such Instructions. Instructions received in proper form by AISI ING Financial and time stamped after the Close of Trading on any given Business Day shall be treated as if received on the next following Business Day. AISI agrees ING Financial represents and warrants that all Instructions received by AISIING Financial, which will be transmitted to Distributor for processing as of a particular Business Day, will have been received and time stamped prior to the Close of Trading on that previous Business DayDay and each such transmission of Instructions for such processing shall constitute a separate representation and warranty to this effect with respect to such Instructions.
(d) AISI ING Financial will wire payment, or arrange for payment to be wired, for such purchase orders, in immediately available funds, to a Fund custodial account or accounts designated by Distributor, as soon as possible, but in any event no later than 4:00p.m.4:00 p.m., East Coast time on the same Business Day following the Business Day as of on which such purchase orders are made by ING in conformance with Section 3(c).
(e) Distributor or its designees will wire payment, or arrange for payment to be wired, for redemption orders, in immediately available funds, to an account or accounts designated by AISIING Financial, as soon as possible, but in any event no later than 4:00p.m. East Coast time on accordance with the same Business Day as of which such redemption orders are received by the Distributor in conformance with Section 3(c)Operational Guidelines.
(f) In lieu of the provisions set forth in subparagraphs 3(a) through 3(e) above, the parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's Fund/SERV System, in which case such activities will be governed by the provisions set forth in an Exhibit to this Agreement.
(g) Upon Distributor's request, AISI ING shall provide copies of historical records relating to transactions between the Funds and the Contract owners, Plan Representatives or Participants investing in such Funds, written communications regarding the Funds to or from such persons, and other materials, in each case, as may reasonably be requested to enable Distributor or any other designated entity, including without limitation, auditors, investment advisers, or transfer agents of the Funds to monitor and review the services being provided under this Agreement, or to comply with any request of a governmental body or self-regulatory organization organization, the board of trustees of the Funds or a shareholder. AISI ING also agrees that AISI ING will permit Distributor or the Funds, or any duly designated representative to have reasonable access to AISIING's personnel and records in order to facilitate the monitoring of the quality of the services being provided under this Agreement.
(h) AISI shall assume responsibility as herein described for any loss to Distributor or to a Fund caused by a cancellation or correction made to an Instruction by a Plan Representative or Participant subsequent to the date as of which such instruction has been received by AISI and originally relayed to Distributor, and AISI will immediately pay such loss to Distributor or such Fund upon AISI's receipt of written notification, with supporting data.
(i) Distributor shall indemnify and hold Aetna harmless, from the effective date of this Agreement, against any amount Aetna is required to pay to Plans, Plan Representatives, or Participants due to: (i) an incorrect calculation by the Distributor, the Fund or Fund's agent of a Fund's daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect reporting of the daily net asset value, dividend rate, or n capital gain distribution rate of a Fund, upon written notification by Aetna, with supporting data, to Distributor. In addition, the Fund or the Distributor shall be liable to Aetna for systems and out of pocket costs up to the limits stated in subparagraph 3(j) below, incurred by Aetna in making a Contract owner's or a participant's account whole, if such costs or expenses are a result of the Distributor's, the Fund's or the Fund agent's failure to provide timely or correct net asset values, dividend and capital gains or financial information and if such information is not corrected by 4 pm East Coast Time of the next business day after releasing such incorrect information provided the incorrect NAV as well as the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract owner's or a Participant's account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected.
(j) The following limits shall apply to the collective liabilities of the Distributor and/or the Fund, as appropriate, to Aetna for systems and out of pocket costs incurred by Aetna if such costs or expenses are a result of the Distributor's, the Fund's or the Fund's agent's failure to provide Aetna with such correct or timely information: (i) $1,000 per day for each day that incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does not include a month-end or a fiscal quarter-end, (ii) $1,500 per day for each day that such incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does include a month-end or a fiscal quarter-end, and (iii) up to $50,000 per occurrence in the aggregate under (i) or (ii) above. Any incorrect information that has as a common nexus any single error shall be deemed to be one occurrence for these purposes provided all corrections are provided at the same time.
(k) Each party shall notify the other of any errors or omissions in any information, including a net asset value and distribution information set forth above, and interruptions in or delay or unavailability of, the means of transmittal of any such information as promptly as possible. Aetna and Distributor agree to maintain reasonable errors and omissions insurance coverage commensurate with each party's respective responsibilities under this Agreement.
Appears in 1 contract
Pricing Information; Orders; Settlement. (a) Distributor will make shares available to be purchased by the Nominee on behalf of the Account at the net asset value applicable to each order; provided, however, that the Plans meet the criteria for purchasing shares of the Funds at net asset value as described in the Funds' ’ prospectuses. Fund shares shall be purchased and redeemed on a net basis for such Plans in such quantity and at such time determined by AISI AIS or the Nominee to correspond with investment instructions received by AISI AIS from Plan Representatives or Participants.
(b) Distributor agrees to furnish or cause to be furnished to AISI AIS for each Fund: (i) confirmed net asset value information as of the close of trading (currently 4:00p.m.4:00 p.m., East Coast time) on the New York Stock Exchange ("“Close of Trading"”) on each business day that the New York Stock Exchange is open for business ("“Business Day"”) or at such other time as the net asset value of a Fund is calculated as disclosed in the relevant then current prospectus(es) in a format that includes the Fund's ’s name and the change from the last calculated net asset value, (ii) dividend and capital gains information as it arises, and (iii) in the case of a fixed income fund, the daily accrual or the distribution rate factor. Distributor shall use commercially reasonable efforts to provide or cause to be provided to AISI AIS such information by 6:30p.m.6:30 p.m., East Coast time.
(c) AISIAIS, as agent for the Funds for the sole purposes expressed herein shall receive from Plan Representatives or Participants for acceptance as of the Close of Trading on each Business Day: (i) orders for the purchase of shares of the Funds, exchange orders, and redemption requests and redemption directions with respect to shares of the Funds held by the Nominee ("“Instructions"”), (ii) transmit to Distributor such Instructions no later than 9:00 a.m., East Coast time on the next following Business Day, and (iii) upon acceptance of any such Instructions, communicate such acceptance to the Plan Representatives or Plan Participants, as appropriate ("“Confirmation"”). The Business Day on which such Instructions are received in proper form by AISI AIS and time stamped by the Close of Trading will be the date as of which Fund shares shall be deemed purchased, exchanged, or redeemed as a result of such Instructions. Instructions received in proper form by AISI AIS and time stamped after the Close of Trading on any given Business Day shall be treated as if received on the next following Business Day. AISI AIS agrees that all Instructions received by AISIAIS, which will be transmitted to Distributor for processing as of a particular Business Day, will have been received and time stamped prior to the Close of Trading on that previous Business Day.
(d) AISI AIS will wire payment, or arrange for payment to be wired, for such purchase orders, in immediately available funds, to a Fund custodial account or accounts designated by Distributor, as soon as possible, but in any event no later than 4:00p.m.4:00 p.m., East Coast time on the Business Day following the Business Day as of which such purchase orders are made in conformance with Section 3(c).
(e) Distributor or its designees will wire payment, or arrange for payment to be wired, for redemption orders, in immediately available funds, to an account or accounts designated by AISIAIS, as soon as possible, but in any event no later than 4:00p.m. 4:00 p.m. East Coast time on the same Business Day as of which such redemption orders are received by the Distributor in conformance with Section 3(c).
(f) In lieu of the applicable provisions set forth in subparagraphs paragraphs 3(a) through 3(e) above, the parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's Fund/SERV System, in which case such activities will be governed by the provisions set forth in an Exhibit to this Agreement.
(g) Upon Distributor's request, AISI shall provide copies of historical records relating to transactions between the Funds and the Plan Representatives or Participants investing in such Funds, written communications regarding the Funds to or from such persons, and other materials, in each case, as may reasonably be requested to enable Distributor or any other designated entity, including without limitation, auditors, investment advisers, or transfer agents of the Funds to monitor and review the services being provided under this Agreement, or to comply with any request of a governmental body or self-regulatory organization or a shareholder. AISI also agrees that AISI will permit Distributor or the Funds, or any duly designated representative to have reasonable access to AISI's personnel and records in order to facilitate the monitoring of the quality of the services being provided under this Agreement.
(h) AISI shall assume responsibility as herein described for any loss to Distributor or to a Fund caused by a cancellation or correction made to an Instruction by a Plan Representative or Participant subsequent to the date as of which such instruction has been received by AISI and originally relayed to Distributor, and AISI will immediately pay such loss to Distributor or such Fund upon AISI's receipt of written notification, with supporting data.
(i) Distributor shall indemnify and hold Aetna harmless, from the effective date of this Agreement, against any amount Aetna is required to pay to Plans, Plan Representatives, or Participants due to: (i) an incorrect calculation by the Distributor, the Fund or Fund's agent of a Fund's daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect reporting of the daily net asset value, dividend rate, or n capital gain distribution rate of a Fund, upon written notification by Aetna, with supporting data, to Distributor. In addition, the Fund or the Distributor shall be liable to Aetna for systems and out of pocket costs up to the limits stated in subparagraph 3(j) below, incurred by Aetna in making a Contract owner's or a participant's account whole, if such costs or expenses are a result of the Distributor's, the Fund's or the Fund agent's failure to provide timely or correct net asset values, dividend and capital gains or financial information and if such information is not corrected by 4 pm East Coast Time of the next business day after releasing such incorrect information provided the incorrect NAV as well as the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract owner's or a Participant's account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected.
(j) The following limits shall apply to the collective liabilities of the Distributor and/or the Fund, as appropriate, to Aetna for systems and out of pocket costs incurred by Aetna if such costs or expenses are a result of the Distributor's, the Fund's or the Fund's agent's failure to provide Aetna with such correct or timely information: (i) $1,000 per day for each day that incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does not include a month-end or a fiscal quarter-end, (ii) $1,500 per day for each day that such incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does include a month-end or a fiscal quarter-end, and (iii) up to $50,000 per occurrence in the aggregate under (i) or (ii) above. Any incorrect information that has as a common nexus any single error shall be deemed to be one occurrence for these purposes provided all corrections are provided at the same time.
(k) Each party shall notify the other of any errors or omissions in any information, including a net asset value and distribution information set forth above, and interruptions in or delay or unavailability of, the means of transmittal of any such information as promptly as possible. Aetna and Distributor agree to maintain reasonable errors and omissions insurance coverage commensurate with each party's respective responsibilities under this Agreement.3
Appears in 1 contract
Samples: Selling and Services Agreement (Variable Annuity Acct C of Ing Life Insurance & Annuity Co)
Pricing Information; Orders; Settlement. (a) Distributor will make shares available to be purchased by the Nominee on behalf of the Account at the net asset value applicable to each order; provided, however, that the Plans meet the criteria for purchasing shares of the Funds at net asset value as described in the Funds' prospectuses. Fund shares shall be purchased and redeemed on a net basis for such Plans in such quantity and at such time determined by AISI AIS or the Nominee to correspond with investment instructions received by AISI AIS from Plan Representatives or Participants.
(b) Distributor agrees to furnish or cause to be furnished to AISI AIS for each Fund: (i) confirmed net asset value information as of the close of trading (currently 4:00p.m.4:00 p.m., East Coast time) on the New York Stock Exchange ("“Close of Trading"”) on each business day that the New York Stock Exchange is open for business ("“Business Day"”) or at such other time as the net asset value of a Fund is calculated as disclosed in the relevant then current prospectus(es) in a format that includes the Fund's name and the change from the last calculated net asset value, (ii) dividend and capital gains information as it arises, and (iii) in the case of a fixed income fund, the daily accrual or the distribution rate factor. Distributor shall use commercially reasonable its best efforts to provide or cause to be provided to AISI AIS such information by 6:30p.m.6:30 p.m., East Coast time.
, but in no event later than 7:00 p.m. East Coast time absent extraordinary circumstances In the event that prices are not received by AIS, AIS will contact the Funds’ toll-free number 0-000-000-0000 or access the Funds’ website (xxx.xxxxxxxxxxxx.xxx) to obtain prices. (c) AISIAIS, as agent for the Funds for the sole purposes expressed herein shall receive from Plan Representatives or Participants for acceptance as of the Close of Trading on each Business Day: (i) orders for the purchase of shares of the Funds, exchange orders, and redemption requests and redemption directions with respect to shares of the Funds held by the Nominee ("“Instructions"”), (ii) transmit to Distributor such Instructions no later than 9:00 8:00 a.m., East Coast time on the next following Business Day, and (iii) upon acceptance of any such Instructions, communicate such acceptance to the Plan Representatives or Plan Participants, as appropriate ("“Confirmation"”). The Business Day on which such Instructions are received in proper form by AISI AIS and time stamped by the Close of Trading will be the date as of which Fund shares shall be deemed purchased, exchanged, or redeemed as a result of such Instructions. Instructions received in proper form by AISI AIS and time stamped after the Close of Trading on any given Business Day shall be treated as if received on the next following Business Day. AISI AIS agrees that all Instructions received by AISIAIS, which will be transmitted to Distributor for processing as of a particular Business Day, will have been received and time stamped prior to the Close of Trading on that previous Business Day.
(d) AISI will wire payment, or arrange for payment to be wired, for such purchase orders, in immediately available funds, to a Fund custodial account or accounts designated by Distributor, as soon as possible, but in any event no later than 4:00p.m., East Coast time on the Business Day following the Business Day as of which such purchase orders are made in conformance with Section 3(c).
(e) Distributor or its designees will wire payment, or arrange for payment to be wired, for redemption orders, in immediately available funds, to an account or accounts designated by AISI, as soon as possible, but in any event no later than 4:00p.m. East Coast time on the same Business Day as of which such redemption orders are received by the Distributor in conformance with Section 3(c).
(f) In lieu of the provisions set forth in subparagraphs 3(a) through 3(e) above, the parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's Fund/SERV System, in which case such activities will be governed by the provisions set forth in an Exhibit to this Agreement.
(g) Upon Distributor's request, AISI shall provide copies of historical records relating to transactions between the Funds and the Plan Representatives or Participants investing in such Funds, written communications regarding the Funds to or from such persons, and other materials, in each case, as may reasonably be requested to enable Distributor or any other designated entity, including without limitation, auditors, investment advisers, or transfer agents of the Funds to monitor and review the services being provided under this Agreement, or to comply with any request of a governmental body or self-regulatory organization or a shareholder. AISI also agrees that AISI will permit Distributor or the Funds, or any duly designated representative to have reasonable access to AISI's personnel and records in order to facilitate the monitoring of the quality of the services being provided under this Agreement.
(h) AISI shall assume responsibility as herein described for any loss to Distributor or to a Fund caused by a cancellation or correction made to an Instruction by a Plan Representative or Participant subsequent to the date as of which such instruction has been received by AISI and originally relayed to Distributor, and AISI will immediately pay such loss to Distributor or such Fund upon AISI's receipt of written notification, with supporting data.
(i) Distributor shall indemnify and hold Aetna harmless, from the effective date of this Agreement, against any amount Aetna is required to pay to Plans, Plan Representatives, or Participants due to: (i) an incorrect calculation by the Distributor, the Fund or Fund's agent of a Fund's daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect reporting of the daily net asset value, dividend rate, or n capital gain distribution rate of a Fund, upon written notification by Aetna, with supporting data, to Distributor. In addition, the Fund or the Distributor shall be liable to Aetna for systems and out of pocket costs up to the limits stated in subparagraph 3(j) below, incurred by Aetna in making a Contract owner's or a participant's account whole, if such costs or expenses are a result of the Distributor's, the Fund's or the Fund agent's failure to provide timely or correct net asset values, dividend and capital gains or financial information and if such information is not corrected by 4 pm East Coast Time of the next business day after releasing such incorrect information provided the incorrect NAV as well as the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract owner's or a Participant's account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected.
(j) The following limits shall apply to the collective liabilities of the Distributor and/or the Fund, as appropriate, to Aetna for systems and out of pocket costs incurred by Aetna if such costs or expenses are a result of the Distributor's, the Fund's or the Fund's agent's failure to provide Aetna with such correct or timely information: (i) $1,000 per day for each day that incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does not include a month-end or a fiscal quarter-end, (ii) $1,500 per day for each day that such incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does include a month-end or a fiscal quarter-end, and (iii) up to $50,000 per occurrence in the aggregate under (i) or (ii) above. Any incorrect information that has as a common nexus any single error shall be deemed to be one occurrence for these purposes provided all corrections are provided at the same time.
(k) Each party shall notify the other of any errors or omissions in any information, including a net asset value and distribution information set forth above, and interruptions in or delay or unavailability of, the means of transmittal of any such information as promptly as possible. Aetna and Distributor agree to maintain reasonable errors and omissions insurance coverage commensurate with each party's respective responsibilities under this Agreement.
Appears in 1 contract
Samples: Selling and Services Agreement (Variable Annuity Account I of Ing Life Insurance & Annuity Co)
Pricing Information; Orders; Settlement. (a) Distributor will make shares of the Funds available to be purchased by the Nominee on behalf of the Account at the net asset value applicable to each order; provided, however, that the Plans meet the criteria for purchasing shares of the Funds at net asset value as described in the Funds' funds’ prospectuses. Fund shares shall be purchased and redeemed on a net basis for such Plans in such quantity and at such time determined by AISI or the Nominee to correspond with investment instructions received by AISI from Plan Representatives or Participants.
(b) Distributor or its designee agrees to furnish or cause to be furnished to AISI for each Fund: (i) confirmed net asset value information as of the close of trading (currently 4:00p.m., 4:00 p.m. East Coast time) on the New York Stock Exchange ("“Close of Trading"”) on each business day that the New York Stock Exchange is open for business ("“Business Day"”) or at such other time as the net asset value of a Fund is calculated as disclosed in the relevant then current prospectus(es) in a format that includes the Fund's ’s name and the change from the last calculated net asset value, (ii) dividend and capital gains information as it arises, and (iii) in the case of a fixed income fund, the daily accrual or the distribution rate factor. Distributor or its designee shall use commercially reasonable efforts to provide or cause to be provided to AISI such information by 6:30p.m., 6:30 p.m. East Coast timetime on each Business Day.
(c) AISI, as agent for the Funds for the sole purposes expressed herein AISI shall receive from Plan Representatives or Participants for acceptance as of the Close of Trading on each Business Day: (i) orders for the purchase of shares of the Fundsfunds, exchange orders, and redemption requests and redemption directions with respect to shares of the Funds held by the Nominee ("“Instructions"”), (ii) transmit to Distributor such Instructions no later than 9:00 a.m., a.m. East Coast time on the next following Business Day, and (iii) upon acceptance of any such Instructions, communicate such acceptance to the Plan Representatives or Plan Participants, as appropriate ("“Confirmation"”). The Business Day on which such Instructions are received in proper form by AISI and time stamped by the Close of Trading will be the date as of which Fund shares shall be deemed purchased, exchanged, or redeemed as a result of such Instructions. Instructions Inst ructions received in proper form by AISI and time stamped after the Close of Trading on any given Business Day shall be treated as if received on the next following Business Day. AISI agrees agree that all Instructions received by AISI, which will be transmitted to Distributor for processing as of a particular Business Day, will have been received and time stamped prior to the Close of Trading on that previous Business Day.
(d) AISI will wire payment, or arrange for payment to be wired, for such purchase orders, in immediately available funds, to a Fund custodial account or accounts designated by Distributor, as soon as possible, but in any event no later than 4:00p.m., 4:00 p.m. East Coast time on the Business Day following the Business Day as of which such purchase orders are made in conformance with Section 3(c).
(e) In lieu of applicable provisions set forth in Subparagraphs 3(a) through 3(d) above, the parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation’s Fund/SERV
(f) Distributor or its designees designee will wire payment, or arrange for payment to be wired, for redemption orders, in immediately available funds, to an account or accounts designated by AISI, as soon as possible, but in any event no later than 4:00p.m. 4:00 p.m. East Coast time on the same Business Day as of which such redemption orders are received by the Distributor in conformance with Section 3(c).
(f) In lieu of the provisions set forth in subparagraphs 3(a) through 3(e) above, the parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's Fund/SERV System, in which case such activities will be governed by the provisions set forth in an Exhibit to this Agreement.
(g) Upon Distributor's ’s request, AISI shall provide copies of historical records relating to transactions between the Funds and the Plan Representatives or Participants investing in such Funds, written communications regarding the Funds to or from such persons, and other materials, in each case, as may reasonably be requested to enable Distributor or any other designated entity, including including, without limitation, auditors, investment advisers, or transfer agents of the Funds Funds, to monitor and review the services being provided under this Agreement, or to comply with any request of a governmental body or self-regulatory organization or a shareholder. AISI also agrees that AISI will permit Distributor or the Funds, or any duly designated representative representative, to have reasonable access to AISI's ’s personnel and records in order to facilitate the monitoring of the quality of the services being provided under this Agreement.
(h) AISI shall assume responsibility as herein described for any loss to Distributor or to a Fund caused by a cancellation or correction made to an Instruction by a Plan Representative or Participant subsequent to the date as of which such instruction Instruction has been received by AISI and originally relayed to Distributor, and AISI will immediately pay such loss to Distributor or such Fund upon AISI's ’s receipt of written notification, with supporting data.
(i) Distributor shall indemnify and hold Aetna AISI harmless, from the effective date of this Agreement, against any amount Aetna AISI is required to pay to Plans, Plan Representatives, or Participants due to: (i) an incorrect calculation by the Distributor, the Fund or Fund's agent of a Fund's ’s daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect or unreasonably late reporting of the daily net asset value, dividend rate, or n capital gain gains distribution rate of a Fund, upon written notification by AetnaAISI, with supporting data, to Distributor. In addition, the Fund or the Distributor shall be liable to Aetna for reasonable systems and out of pocket costs up to the limits stated in subparagraph 3(j) below, incurred by Aetna in making a Contract owner's Plan’s account or a participant's Participant’s account whole, if such costs or expenses are a result of the Distributor's, failure of the Fund's Distributor or the Fund agent's failure its designee to provide correct or timely or correct net asset values, dividend and rate, or capital gains distributor rate information and, in the case of fixed income funds, daily accrual or financial information distribution rate factors, and if such information is not corrected by 4 pm 4:00 p.m. East Coast Time of time on the next business day Business Day after releasing such incorrect information information, provided the incorrect NAV net asset value as well as the correct NAV net asset value for each day that the error occurred is provided. If a mistake is caused in supplying furnishing such information or confirmationsinformation, which results in a reconciliation with incorrect information, the amount required to make a Contract owner's Plan’s account or a Participant's ’s account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected.
(j) The following limits shall apply to the collective liabilities of the Distributor and/or the Fund, as appropriate, to Aetna for systems and out of pocket costs incurred by Aetna if such costs or expenses are a result of the Distributor's, the Fund's or the Fund's agent's failure to provide Aetna with such correct or timely information: (i) $1,000 per day for each day that incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does not include a month-end or a fiscal quarter-end, (ii) $1,500 per day for each day that such incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does include a month-end or a fiscal quarter-end, and (iii) up to $50,000 per occurrence in the aggregate under (i) or (ii) above. Any incorrect information that has as a common nexus any single error shall be deemed to be one occurrence for these purposes provided all corrections are provided at the same time.
(k) Each party shall notify the other of any errors or omissions in any information, including a net asset value and distribution information set forth above, and interruptions in or delay or unavailability of, the means of transmittal of any such information as promptly as possible. Aetna and Distributor agree to maintain reasonable errors and omissions insurance coverage commensurate with each party's respective responsibilities under this Agreement.,
Appears in 1 contract
Samples: Selling and Services Agreement (VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co)
Pricing Information; Orders; Settlement. (a) Distributor Transfer Agent will make cause shares of the Funds to be made available to be purchased by the Nominee on behalf of the Account at the net asset value applicable to each order; provided, however, that the Plans meet the criteria for purchasing shares of the Funds at net asset value as described in the Funds' prospectuses. Fund shares shall be purchased and redeemed on a net basis by Fund for such Plans in such quantity and at such time determined by AISI or the Nominee to correspond with investment instructions received by AISI from Plan Representatives or Participants.
(b) Distributor Transfer Agent agrees to furnish or cause to be furnished to AISI for each Fund: (i) confirmed net asset value information as of the close of trading (currently 4:00p.m.4:00 p.m., East Coast time) on the New York Stock Exchange ("Close of Trading") on each business day that the New York Stock Exchange is open for business ("Business Day") or at such other time as the net asset value of a Fund is calculated as disclosed in the relevant then current prospectus(es) in a format that includes the Fund's name and the change from the last calculated net asset value, (ii) dividend and capital gains information as it arises, and (iii) in the case of a fixed income fund, the daily accrual or the distribution rate factor. Distributor Transfer Agent shall use commercially reasonable efforts to provide or cause to be provided to AISI such information by 6:30p.m.6:30 p.m., East Coast time.
(c) Transfer Agent hereby appoints AISI as agent for the Funds for purposes of Rule 22c-1 of the Investment Company Act of 1940 (the "1940 Act") to accept Instructions (as hereinafter defined) on behalf of the Funds. AISI, as agent for the Funds for the sole purposes expressed herein shall receive from Plan Representatives or Participants for acceptance as of the Close of Trading on each Business Day: (i) orders for the purchase of shares of the Funds, exchange orders, and redemption requests and redemption directions with respect to shares of the Funds held by the Nominee ("Instructions"), ,.
(ii) transmit to Distributor Transfer Agent such Instructions no later than 9:00 a.m., East Coast time on the next following Business Day, and (iii) upon acceptance of any such Instructions, communicate such acceptance to the Plan Representatives or Plan Participants, as appropriate ("Confirmation"). The Business Day on which such Instructions are received in proper form by AISI and time stamped by the Close of Trading will be the date dates as of which Fund shares shall be deemed purchased, exchanged, or redeemed as a result of such Instructions. Instructions received in proper form by AISI and time stamped after the Close of Trading on any given Business Day shall be treated as if received on the next following Business Day. AISI agrees that all Instructions received by AISI, which will be transmitted to Distributor Transfer Agent for processing as of a particular Business Day, will have been received and time stamped prior to the Close of Trading on that previous Business Day.
(d) AISI will wire payment, or arrange for payment to be wired, for such purchase orders, in immediately available funds, to a Fund custodial account or accounts designated by DistributorTransfer Agent, as soon as possible, but in any event no later than 4:00p.m.4:00 p.m., East Coast time on the Business Day following the Business Day as of which such purchase orders are made in conformance with Section 3(c).
(e) Distributor Transfer Agent or its designees will wire payment, or arrange for payment to be wired, for redemption orders, in immediately available funds, to an account or accounts designated by AISI, as soon as possible, but in any event no later than 4:00p.m. 4:00 p.m. East Coast time on the same Business Day as of which such redemption orders are received by the Distributor Transfer Agent in conformance with Section 3(c).
(f) In lieu of the applicable provisions set forth in subparagraphs 3(a) through 3(e) above, the parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's Fund/SERV System, in which case such activities will be governed by the provisions set forth in an appropriate Exhibit to this Agreement.
(g) Upon DistributorTransfer Agent's request, AISI shall provide copies of historical records relating to transactions between the Funds and the Plan Representatives or Participants investing in such Funds, written communications regarding the Funds to or from such persons, and other materials, in each case, as may reasonably be requested to enable Distributor Transfer Agent or any other designated entity, including without limitation, auditors, auditors or investment advisers, or transfer agents advisers of the Funds to monitor and review the services being provided under this Agreement, or to comply with any request of a governmental body or self-regulatory organization or a shareholder. AISI also agrees that AISI will permit Distributor Transfer Agent or the Funds, or any duly designated representative to have reasonable access to AISI's personnel and records in order to facilitate the monitoring of the quality of the services being provided under this Agreement.
(h) AISI shall assume responsibility responsibility, indemnify and hold Transfer Agent harmless, as herein described for any loss to Distributor Transfer Agent or to a Fund caused by a cancellation or correction made to an Instruction by a Plan Representative or Participant subsequent to the date as of which such instruction Instruction has been received by AISI and originally relayed to DistributorTransfer Agent, and AISI will immediately pay such loss to Distributor Transfer Agent or such Fund upon AISI's receipt of written notification, with supporting data.
(i) Distributor Transfer Agent shall indemnify and hold Aetna harmless, from the effective date of this Agreement, against any amount Aetna is required to pay to Plans, Plan Representatives, or Participants due to: (i) an incorrect calculation by the Distributor, the Fund or Fund's agent of a Fund's daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect or unreasonably late (i.e., later than 7 p.m. East Coast Time) reporting of the daily net asset value, dividend rate, or n capital gain distribution rate of a Fund, upon written notification by Aetna, with supporting data, to DistributorTransfer Agent. In addition, the Fund or the Distributor Transfer Agent shall be liable to Aetna for systems any costs Aetna incurs in the preparation, printing and out mailing of pocket costs up communications to the limits stated in subparagraph 3(j) below, incurred by Aetna in making a Contract owner's Plans or a participant's account wholeParticipants, if such costs or expenses are a result of the Distributor's, the Fund's or the Fund agent's failure to provide timely or correct net asset values, dividend and capital gains or financial information and if such information is not corrected by 4 pm 4:00 p.m. East Coast Time time of the next business day after releasing such incorrect information provided the incorrect NAV as well as the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract ownerPlan's or a Participant's account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected.
(j) The following limits shall apply to the collective liabilities of the Distributor and/or the Fund, as appropriate, to Aetna for systems and out of pocket costs incurred by Aetna if such costs or expenses are a result of the Distributor's, the Fund's or the Fund's agent's failure to provide Aetna with such correct or timely information: (i) $1,000 per day for each day that incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does not include a month-end or a fiscal quarter-end, (ii) $1,500 per day for each day that such incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does include a month-end or a fiscal quarter-end, and (iii) up to $50,000 per occurrence in the aggregate under (i) or (ii) above. Any incorrect information that has as a common nexus any single error shall be deemed to be one occurrence for these purposes provided all corrections are provided at the same time.
(k) Each party shall notify the other of any errors or omissions in any information, including a net asset value and distribution information set forth above, and interruptions in or delay or unavailability of, the means of transmittal of any such information as promptly as possible. Aetna AISI and Distributor Transfer Agent agree to maintain reasonable errors and omissions insurance coverage commensurate with each party's respective responsibilities under this Agreement.
Appears in 1 contract
Pricing Information; Orders; Settlement. (a) Distributor will make shares available to be purchased by the Nominee on behalf of the Account at the net asset value applicable to each order; provided, however, that the Plans meet the criteria for purchasing shares of the Funds at net asset value as described in the Funds' ’ prospectuses. Fund shares shall be purchased and redeemed on a net basis for such Plans in such quantity and at such time determined by AISI or the Nominee to correspond with investment instructions received by AISI from Plan Representatives or Participants.
(b) Distributor agrees to furnish or cause to be furnished to AISI for each Fund: (i) confirmed net asset value information as of the close of trading (currently 4:00p.m.4:00 p.m., East Coast time) on the New York Stock Exchange ("“Close of Trading"”) on each business day that the New York Stock Exchange is open for business ("“Business Day"”) or at such other time as the net asset value of a Fund is calculated as disclosed in the relevant then current prospectus(es) in a format that includes the Fund's ’s name and the change from the last calculated net asset value, (ii) dividend and capital gains information as it arises, and (iii) in the case of a fixed income fund, the daily accrual or the distribution rate factor. Distributor shall use commercially reasonable efforts to provide or cause to be provided to AISI such information by 6:30p.m.6:30 p.m., East Coast time.
(c) AISI, as agent for the Funds for the sole purposes expressed herein shall receive from Plan Representatives or Participants for acceptance as of the Close of Trading on each Business Day: (i) orders for the purchase of shares of the Funds, exchange orders, and redemption requests and redemption directions with respect to shares of the Funds held by the Nominee ("“Instructions"”), (ii) transmit to Distributor such Instructions no later than 9:00 a.m., East Coast time on the next following Business Day, and (iii) upon acceptance of any such Instructions, communicate such acceptance to the Plan Representatives or Plan Participants, as appropriate ("“Confirmation"”). The Business Day on which such Instructions are received in proper form by AISI and time stamped by the Close of Trading will be the date as of which Fund shares shall be deemed purchased, exchanged, or redeemed as a result of such Instructions. Instructions received in proper form by AISI and time stamped after the Close of Trading on any given Business Day shall be treated as if received on the next following Business Day. AISI agrees that all Instructions received by AISI, which will be transmitted to Distributor for processing as of a particular Business Day, will have been received and time stamped prior to the Close of Trading on that previous Business Day. The day as of which an order is executed by the Fund’s transfer agent pursuant to the provisions set forth above is referred to herein as the “Trade Date.” All orders are subject to acceptance or rejection by Distributor or the Funds or any one of them.
(d) AISI will wire payment, or arrange for payment to be wired, for such purchase orders, in immediately available funds, to a Fund custodial account or accounts designated by Distributor, as soon as possible, but in any event no later than 4:00p.m.4:00 p.m., East Coast time on the Business Day following the Business Day as of which such purchase orders are made in conformance with Section 3(c4(c).
(e) Distributor or its designees will wire payment, or arrange for payment to be wired, for redemption orders, in immediately available funds, to an account or accounts designated by AISI, as soon as possible, but in any event under normal conditions no later than 4:00p.m. 4:00 p.m. East Coast time on the same Business Day as of which such redemption orders are received by the Distributor in conformance with Section 3(c4(c); provided, however, the Issuers reserve the right to settle redemption transactions within the time period set forth in the applicable Funds’ then-current prospectus. On any Business Day when the Federal Reserve Wire Transfer System is closed, all communication and processing rules will be suspended for the settlement of orders. Orders will be settled on the next Business Day on which the Federal Reserve Wire Transfer System is open and the original Trade Date will apply.
(f) In lieu of the applicable provisions set forth in subparagraphs 3(aparagraphs 4(a) through 3(e4(e) above, the parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's ’s Fund/SERV System, in which case such activities will be governed by the provisions set forth in an Exhibit A to this Agreement.
(g) Upon Distributor's ’s request, AISI shall provide copies of historical records relating to transactions between the Funds and the Plan Representatives or Participants investing in such Funds, written communications regarding the Funds to or from such persons, and other materials, in each case, as may reasonably be requested to enable Distributor or any other designated entity, including without limitation, auditors, investment advisers, or transfer agents of the Funds to monitor and review the services being provided under this Agreement, or to comply with any request of a governmental body or self-regulatory organization or a shareholder. AISI also agrees that AISI will permit Distributor or the Funds, or any duly designated representative to have reasonable access to AISI's ’s personnel and records in order to facilitate the monitoring of the quality of the services being provided under this Agreement.
(h) AISI shall assume responsibility as herein described for any loss to Distributor or to a Fund caused by a cancellation or correction made to an Instruction by a Plan Representative or Participant subsequent to the date as of which such instruction Instruction has been received by AISI and originally relayed to Distributor, and AISI will immediately pay such loss to Distributor or such Fund upon AISI's ’s receipt of written notification, with supporting data.
(i) Distributor shall indemnify and hold Aetna harmless, from the effective date of this Agreement, against any amount Aetna is required to pay to Plans, Plan Representatives, or Participants due to: (i) an incorrect calculation or reporting by the Distributor, the Fund or Fund's agent Distributor of a Fund's ’s daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect reporting that is deemed to be material under the pricing policy of the daily net asset value, dividend rate, Fund’s Board of Directors or n capital gain distribution rate of a Fund, upon written notification by Aetna, with supporting data, which Distributor otherwise deems necessary to Distributor. correct at the shareholder level... In addition, the Fund or the Distributor shall be liable to Aetna for systems and out of pocket costs up to the limits stated in subparagraph 3(j) below, incurred by Aetna in making a Contract owner's Plan’s or a participantParticipant's account whole, if such costs or expenses are a result of the Distributor's, the Fund's or the Fund agent's failure to provide timely or correct net asset values, dividend and capital gains or financial information and if such information is not corrected by 4 pm 4:00 p.m. East Coast Time time of the next business day after releasing such incorrect information provided the incorrect NAV as well as the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract owner's Plan’s or a Participant's account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected.
(j) The following limits shall apply to the collective liabilities of the Distributor and/or the Fund, as appropriate, to Aetna for systems and out of pocket costs incurred by Aetna if such costs or expenses are a result of the Distributor's, the Fund's or the Fund's agent's failure to provide Aetna with such correct or timely information: (i) $1,000 per day for each day that incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does not include a month-end or a fiscal quarter-end, (ii) $1,500 per day for each day that such incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does include a month-end or a fiscal quarter-end, and (iii) up to $50,000 per occurrence in the aggregate under (i) or (ii) above. Any incorrect information that has as a common nexus any single error shall be deemed to be one occurrence for these purposes provided all corrections are provided at the same time.
(k) Each party shall notify the other of any errors or omissions in any information, including a net asset value and distribution information set forth above, and interruptions in or delay or unavailability of, the means of transmittal of any such information as promptly as possible. Aetna AISI and Distributor agree to maintain reasonable errors and omissions insurance coverage commensurate with each party's ’s respective responsibilities under this Agreement.
Appears in 1 contract
Samples: Selling and Services Agreement (VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co)
Pricing Information; Orders; Settlement. (a) Distributor will make shares available to be purchased by the Nominee on behalf of the Account at the net asset value applicable to each order; provided, however, that the Plans meet the criteria for purchasing shares of the Funds at net asset value as described in the Funds' prospectuses. Fund shares shall be purchased and redeemed on a net basis for such Plans in such quantity and at such time determined by AISI AIS or the Nominee to correspond with investment instructions received by AISI AIS from Plan Representatives or Participants.
(b) Distributor agrees to furnish or cause to be furnished to AISI AIS for each Fund: (i) confirmed net asset value information as of the close of trading (currently 4:00p.m.4:00 p.m., East Coast time) on the New York Stock Exchange ("Close of Trading") on each business day that the New York Stock Exchange is open for business ("Business Day") or at such other time as the net asset value of a Fund is calculated as disclosed in the relevant then current prospectus(es) in a format that includes the Fund's name and the change from the last calculated net asset value, (ii) dividend and capital gains information as it arises, and (iii) in the case of a fixed income fund, the daily accrual or the distribution rate factor. Distributor shall use commercially reasonable its best efforts to provide or cause to be provided to AISI AIS such information by 6:30p.m.6:30 p.m., East Coast time, but in no event later than 7:00 p.m. East Coast time, absent extrordinary circumstances. In the event of an anticipated delay past 7:00 p.m., Distributor shall notify AIS by 7:00 p.m. of such delay.
(c) AISIAIS, as agent for the Funds for the sole purposes expressed herein shall receive from Plan Representatives or Participants for acceptance as of the Close of Trading on each Business Day: (i) orders for the purchase of shares of the Funds, exchange orders, and redemption requests and redemption directions with respect to shares of the Funds held by the Nominee ("Instructions"), (ii) transmit to Distributor such Instructions no later than 9:00 a.m., East Coast time on the next following Business Day, and (iii) upon acceptance of any such Instructions, communicate such acceptance to the Plan Representatives or Plan Participants, as appropriate ("Confirmation"). The Business Day on which such Instructions are received in proper form by AISI AIS and time stamped by the Close of Trading will be the date as of which Fund shares shall be deemed purchased, exchanged, or redeemed as a result of such Instructions. Instructions received in proper form by AISI AIS and time stamped after the Close of Trading on any given Business Day shall be treated as if received on the next following Business Day. AISI AIS agrees that all Instructions received by AISIAIS, which will be transmitted to Distributor for processing as of a particular Business Day, will have been received and time stamped prior to the Close of Trading on that previous Business Day.
(d) AISI AIS will wire payment, or arrange for payment to be wired, for such purchase orders, in immediately available funds, to a Fund custodial account or accounts designated by Distributor, as soon as possible, but in any event no later than 4:00p.m.4:00 p.m., East Coast time on the Business Day following the Business Day as of which such purchase orders are made in conformance with Section 3(c).
(e) Distributor or its designees will wire payment, or arrange for payment to be wired, for redemption orders, in immediately available funds, to an account or accounts designated by AISIAIS, as soon as possible, but in any event no later than 4:00p.m. 4:00 p.m. East Coast time on the same Business Day as of which such redemption orders are received by the Distributor in conformance with Section 3(c).
(f) In lieu of the applicable provisions set forth in subparagraphs paragraphs 3(a) through 3(e) above, the parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's Fund/SERV System, in which case such activities will be governed by the provisions set forth in an Exhibit I to this Agreement.
(g) Upon Distributor's request, AISI AIS shall provide copies of historical records relating to transactions between the Funds and the Plan Representatives or Participants investing in such Funds, written communications regarding the Funds to or from such persons, and other materials, in each case, as may reasonably be requested to enable Distributor or any other designated entity, including without limitation, auditors, investment advisers, or transfer agents of the Funds to monitor and review the services being provided under this Agreement, or to comply with any request of a governmental body or self-regulatory organization or a shareholder. AISI AIS also agrees that AISI AIS will permit Distributor or the Funds, or any duly designated representative to have reasonable access to AISIAIS's personnel and records in order to facilitate the monitoring of the quality of the services being provided under this Agreement.
(h) AISI AIS shall assume responsibility as herein described for any loss to Distributor or to a Fund caused by a cancellation or correction made to an Instruction by a Plan Representative or Participant subsequent to the date as of which such instruction Instruction has been received by AISI AIS and originally relayed to Distributor, and AISI AIS will immediately pay such loss to Distributor or such Fund upon AISIAIS's receipt of written notification, with supporting data.
(i) Distributor shall indemnify and hold Aetna harmless, from the effective date of this Agreement, against any amount Aetna is required to pay to Plans, Plan Representatives, or Participants due to: (i) an incorrect calculation by the Distributor, the Fund or Fund's agent of a Fund's daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect or late reporting of the daily net asset value, dividend rate, or n capital gain distribution rate of a Fund, upon written notification by Aetna, with supporting data, to Distributor. In addition, the Fund or the Distributor shall be liable to Aetna for systems and out of pocket costs up to the limits stated in subparagraph 3(j) below, incurred by Aetna in making a Contract ownerPlan's or a participantParticipant's account whole, if such costs or expenses are a result of the Distributor's, the Fund's or the Fund agent's failure to provide timely or correct net asset values, dividend and capital gains or financial information and if such information is not corrected by 4 pm 4:00 p.m. East Coast Time time of the next business day after releasing such incorrect information provided the incorrect NAV as well as the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract ownerPlan's or a Participant's account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected.
(j) The following limits shall apply to the collective liabilities of the Distributor and/or the Fund, as appropriate, to Aetna for systems and out of pocket costs incurred by Aetna if such costs or expenses are a result of the Distributor's, the Fund's or the Fund's agent's failure to provide Aetna with such correct or timely information: (i) $1,000 per day for each day that incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does not include a month-end or a fiscal quarter-end, (ii) $1,500 per day for each day that such incorrect information provided by the Distributor, the Fund or the Fund's agent is not corrected, if such period does include a month-end or a fiscal quarter-end, and (iii) up to $50,000 per occurrence in the aggregate under (i) or (ii) above. Any incorrect information that has as a common nexus any single error shall be deemed to be one occurrence for these purposes provided all corrections are provided at the same time.
(k) Each party shall notify the other of any errors or omissions in any information, including a net asset value and distribution information set forth above, and interruptions in or delay or unavailability of, the means of transmittal of any such information as promptly as possible. Aetna and Distributor agree to maintain reasonable errors and omissions insurance coverage commensurate with each party's respective responsibilities under this Agreement.
Appears in 1 contract
Samples: Selling and Services Agreement (Variable Annuity Acct C of Ing Life Insurance & Annuity Co)
