Common use of PROCESSING OF TRANSACTIONS Clause in Contracts

PROCESSING OF TRANSACTIONS. The following new Section is hereby added to the Agreement. (a) If transactions in Fund Shares are to be settled through the NSCC’s Fund/SERV system, with XXXX # 0000 the following provisions shall apply: (1) Each party to this Agreement represents that it or one of its affiliates has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV system which provide (i) an automated process whereby shareholder purchases and redemptions, exchanges and transactions of mutual fund shares are executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“Networking”). (2) For each Fund/SERV transaction, including transactions establishing accounts with us or our affiliates, you shall provide the Funds and us with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which you hereby certify is and shall remain true and correct. You shall maintain documents required by us or the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by you that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. (3) At all times each party shall maintain insurance coverage that is reasonable and customary in light of all its responsibilities hereunder and under applicable law. Such coverage shall insure for losses resulting from the criminal acts, errors or omissions of each party’s employees and agents. (4) You represent and warrant that all instructions, questions and other correspondence concerning the accounts for which trades are made in accordance with this Section 7(a) shall come from you, and that individual account holders shall contact you, rather than contact us or the Funds directly, with instructions, questions and requests concerning the Funds. You further represent and warrant that you, rather than us or the Funds, has reporting responsibility to your clients for confirmations of transactions and monthly, quarterly and year-end statements. (b) If transactions in Fund Shares are to be settled directly with the Distributor, the procedures relating to the processing and settlement of Orders shall be subject to such instructions as we may forward to you from time to time. Payment for purchase transactions shall be made by wire transfer or through a clearinghouse agency approved by us to the applicable Fund custodial account designated by us on the Business Day next following the Trade Date. Any such wire transfers shall be instituted by your bank prior to 4:00 p.m. Eastern time and received by the Funds prior to 6:00 p.m. Eastern time on the Business Day next following the Trade Date. If payment for Fund Shares purchased is not timely received, the Fund may cancel the Order or, at our option, resell the Shares to the applicable Fund at the then prevailing net asset value and you shall be responsible for all costs to us, the Funds or any affiliate of the Funds resulting from such resale. You shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds resulting from delay or failure to make timely payment for such Shares or cancellation of any trade, or for any Orders that are processed on an “as of” basis as an accommodation to you. You shall not be entitled to any gains generated thereby. (c) You agree not to withhold placing Orders received from any customers for the purchase or sale of Shares so as to profit yourself as a result of such withholding. You shall not purchase Shares through us except for the purpose of covering purchase Orders received by you, or for your bona fide investment. You agree to purchase Shares only from the Funds or your customers. If you purchase Shares from your customers, you will pay such customers not less than the applicable redemption price as established by the relevant Fund’s then-current Prospectus.

PROCESSING OF TRANSACTIONS. The following new Section is hereby added to the Agreement. (a) If transactions in Fund Shares shares are to be settled through the National Securities Clearing Corporation’s (“NSCC’s ”) Mutual Fund Settlement, Entry, and Registration Verification (Fund/SERV SERV) system, with XXXX # 0000 the following provisions shall apply: (1) Each party to this Agreement represents that it or one of its affiliates has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV system which provide (i) an automated process whereby shareholder purchases and redemptions, exchanges and transactions of mutual fund shares are executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“Networking”). (2) For each Fund/SERV transaction, including transactions establishing accounts with us the Distributor or our affiliatesits affiliate, you the Company shall provide the Funds and us the Distributor or its affiliate with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which you the Company hereby certify certifies is and shall remain true and correct. You The Company shall maintain documents required by us or the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by you the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. (3) At all times each party shall maintain insurance coverage that is reasonable and customary in light of all its responsibilities hereunder and under applicable law. Such coverage shall insure for losses resulting from the criminal acts, errors or omissions of each party’s employees and agents. (4) You represent The parties agree to participate in Networking with each other under the terms of the Standard Networking Agreement, except that (i) Section 12 of Article IV relating to governing law is hereby amended by deleting the second sentence of such section, and warrant (ii) Section 13 of Article IV relating to arbitration of disputes is hereby deleted and shall be of no force and effect among the parties. (5) The Company represents and warrants that all instructions, questions and other correspondence concerning the accounts for which trades are made in accordance with this Section 7(a4(a) shall come from youthe Company, and that individual account holders shall contact youthe Company, rather than contact us Distributor or the Funds directly, with instructions, questions and requests concerning the Funds. You The Company further represent represents and warrant warrants that youit, rather than us Distributor or the Funds, has reporting responsibility to your its clients for confirmations of transactions and monthly, quarterly and year-end statements. (b) If transactions in Fund Shares shares are to be settled directly with the DistributorFunds’ transfer agent (i.e., the manual trading), procedures relating to the processing and settlement of Orders shall be subject to such instructions as we Distributor may forward to you the Company from time to time. Payment for net purchase transactions shall be made by wire transfer or through a clearinghouse agency approved by us to the applicable Fund custodial account designated by us Distributor on the Business Day next following the Trade DateDate (T + 1). Any such Such wire transfers shall be instituted initiated by your the Company’s bank prior to 4:00 p.m. Eastern time and received by the Funds prior to 6:00 p.m. Eastern time on the Business Day next following the Trade Date. If payment for Fund Shares purchased a purchase Order is not timely received, the Fund may cancel the Order or, at our Distributor’s option, resell the Shares shares to the applicable Fund at the then prevailing net asset value value, and you the Company shall be responsible for all costs to usDistributor, the Funds or any affiliate of the Funds resulting from such resale. You The Company shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by us Distributor and/or the respective Funds resulting from delay or failure to make timely payment for such Shares shares or cancellation of any trade, or for any Orders that are processed on an “as of” basis as an accommodation to youthe Company. You The Company shall not be entitled to any gains generated thereby. Payment for net redemption orders shall occur by the Distributor using its best efforts to cause the remittance of the requisite funds to cover such net redemption order by Federal Funds Wire on T+1, provided that the Fund reserves the right to (i) delay settlement of redemptions for up to seven (7) Business Days after receiving a net redemption order in accordance with Section 22 of the 1940 Act and Rule 22c-1 thereunder, or (ii) suspend redemptions pursuant to the 1940 Act or as otherwise required by law. Settlements shall be in U.S. dollars. (c) You agree The Company agrees not to withhold placing Orders received from any customers for the purchase or sale of Shares shares so as to profit yourself itself as a result of such withholding. You The Company shall not purchase Shares shares through us Distributor except for the purpose of covering purchase Orders received by youthe Company, or for your the Company’s bona fide investment. You agree The Company agrees to purchase Shares shares only from the Funds or your customers. If you purchase Shares from your customers, you will pay such customers not less than the applicable redemption price as established by the relevant Fund’s then-current ProspectusFunds.

PROCESSING OF TRANSACTIONS. The following new Section is hereby added to the Agreement. (a) If transactions in Fund Shares are to be settled through the NSCC’s Fund/SERV system, with XXXX # 0000 the following provisions shall apply: (1) Each party to this Agreement represents that it or one of its affiliates has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV system which provide (i) an automated process whereby shareholder purchases and redemptions, exchanges and transactions of mutual fund shares are executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“Networking”)system. (2) For each Fund/SERV transaction, including transactions establishing accounts with us American Century or our its affiliates, you the Company shall provide the Funds and us American Century or its affiliates with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which you the Company hereby certify certifies is and shall remain true and correct. You The Company shall maintain documents required by us American Century or the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by you the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. (3) At all times each party shall maintain insurance coverage that is reasonable and customary in light of all its responsibilities hereunder and under applicable law. Such coverage shall insure for losses resulting from the criminal acts, errors or omissions of each party’s employees and agents. (4) You represent The Company represents and warrant warrants that all instructions, questions and other correspondence concerning the accounts for which trades are made in accordance with this Section 7(a4(a) shall come from youthe Company, and that individual account holders shall contact youthe Company, rather than contact us Distributor or the Funds directly, with instructions, questions and requests concerning the Funds. You The Company further represent represents and warrant warrants that youit, rather than us Distributor or the Funds, has reporting responsibility to your clients its customers for confirmations of transactions and monthly, quarterly and year-end statements. The Company is a member of the Securities Investor Protection Corporation and is current with the dues required by such membership. (b) If transactions in Fund Shares are to be settled directly with the DistributorTransfer Agent, the procedures relating to the processing and settlement of Orders shall be subject to such instructions as we American Century may forward to you the Company from time to time. Payment for net purchase transactions shall be made by wire transfer or through a clearinghouse agency approved by us American Century to the applicable Fund custodial account designated by us American Century on the Business Day next following the Trade Date. Any such Such wire transfers shall be instituted initiated by your the Company’s bank prior to 4:00 p.m. Eastern time and received by the Funds prior to 6:00 p.m. Eastern time on the Business Day next following the Trade Date. If payment for Fund Shares purchased a purchase Order is not timely received, the Fund may cancel the Order or, at our American Century’s option, resell the Shares to the applicable Fund at the then prevailing net asset value value, and you the Company shall be responsible for all costs to usAmerican Century, the Funds or any affiliate of American Century or the Funds resulting from such resale. You The Company shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by us American Century and/or the respective Funds resulting from delay or failure to make timely payment for such Shares or cancellation of any trade, or for any Orders that are processed on an “as of” basis as an accommodation to youthe Company. You The Company shall not be entitled to any gains generated thereby. (c) You agree The Company agrees not to withhold placing Orders received from any customers for the purchase or sale of Shares so as to profit yourself itself as a result of such withholding. You The Company shall not purchase Shares through us American Century except for the purpose of covering purchase Orders received by youthe Company, or for your the Company’s bona fide investment. You agree The Company agrees to purchase Shares only from the Funds or your its customers. If you purchase the Company purchases Shares from your its customers, you it will pay such customers not less than the applicable redemption price as established by the relevant Fund’s then-current Prospectusprospectuses of the Funds.

PROCESSING OF TRANSACTIONS. The following new Section is hereby added to the Agreement. (a) If transactions in Fund Shares shares are to be settled through the National Securities Clearing Corporation's ("NSCC’s ") Mutual Fund Settlement, Entry, and Registration Verification (Fund/SERV SERV) system, with XXXX # 0000 the following provisions shall apply: (1) Each party to this Agreement represents that it or one of its affiliates has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV system which provide (i) an automated process whereby shareholder purchases and redemptions, exchanges and transactions of mutual fund shares are executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“"Networking”"). (2) For each Fund/SERV transaction, including transactions establishing accounts with us the Distributor or our affiliatesits affiliate, you the Company shall provide the Funds and us the Distributor or its affiliate with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which you the Company hereby certify certifies is and shall remain true and correct. You The Company shall maintain documents required by us or the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by you the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. (3) At all times each party shall maintain insurance coverage that is reasonable and customary in light of all its responsibilities hereunder and under applicable law. Such coverage shall insure for losses resulting from the criminal acts, errors or omissions of each party’s 's employees and agents. (4) You represent The parties agree to participate in Networking with each other under the terms of the Standard Networking Agreement, except that (i) Section 12 of Article IV relating to governing law is hereby amended by deleting the second sentence of such section, and warrant (ii) Section 13 of Article IV relating to arbitration of disputes is hereby deleted and shall be of no force and effect among the parties. (5) The Company represents and warrants that all instructions, questions and other correspondence concerning the accounts for which trades are made in accordance with this Section 7(a4(a) shall come from youthe Company, and that individual account holders shall contact youthe Company, rather than contact us Distributor or the Funds directly, with instructions, questions and requests concerning the Funds. You The Company further represent represents and warrant warrants that youit, rather than us Distributor or the Funds, has reporting responsibility to your its clients for confirmations of transactions and monthly, quarterly and year-end statements. The Company is a member of the Securities Investor Protection Corporation and is current with the dues required by such membership. (b) If transactions in Fund Shares shares are to be settled directly with the DistributorFunds' transfer agent, the procedures relating to the processing and settlement of Orders shall be subject to such instructions as we Distributor may forward to you the Company from time to time. Payment for net purchase transactions shall be made by wire transfer or through a clearinghouse agency approved by us to the applicable Fund custodial account designated by us Distributor on the Business Day next following the Trade Date. Any such Such wire transfers shall be instituted initiated by your the Company's bank prior to 4:00 p.m. Eastern time and received by the Funds prior to 6:00 p.m. Eastern time on the Business Day next following the Trade Date. If payment for Fund Shares purchased a purchase Order is not timely received, the Fund may cancel the Order or, at our Distributor's option, resell the Shares shares to the applicable Fund at the then prevailing net asset value value, and you the Company shall be responsible for all costs to usDistributor, the Funds or any affiliate of the Funds resulting from such resale. You The Company shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by us Distributor and/or the respective Funds resulting from delay or failure to make timely payment for such Shares shares or cancellation of any trade, or for any Orders that are processed on an “"as of” " basis as an accommodation to youthe Company. You The Company shall not be entitled to any gains generated thereby. (c) You agree The Company agrees not to withhold placing Orders received from any customers for the purchase or sale of Shares shares so as to profit yourself itself as a result of such withholding. You The Company shall not purchase Shares shares through us Distributor except for the purpose of covering purchase Orders received by youthe Company, or for your the Company's bona fide investment. You agree The Company agrees to purchase Shares shares only from the Funds or your its customers. If you purchase Shares the Company purchases shares from your its customers, you it will pay such customers not less than the applicable redemption price as established by the relevant Fund’s then-current Prospectusprospectuses of the Funds.

PROCESSING OF TRANSACTIONS. The following new Section is hereby added to the Agreement. (a) If transactions in Fund Shares shares are to be settled through the National Securities Clearing Corporation's ("NSCC’s ") Mutual Fund Settlement, Entry, and Registration Verification (Fund/SERV SERV) system, with XXXX # 0000 the following provisions shall apply: (1) Each party to this Agreement represents that it or one of its affiliates has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV system which provide (i) an automated process whereby shareholder purchases and redemptions, exchanges and transactions of mutual fund shares are executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“"Networking”"). (2) Through the NSCC daily, Distributor (or its agent) will make the best attempt to provide to the Company by 7:00 p.m. Eastern Time on each Business Day, the Funds' net asset value, dividend and capital gain information and, in the case of income funds, the daily accrual for interest rate factor (mil rate), determined at the Close of Trading. All such dividends and capital gains shall be automatically received in shares of the Funds unless otherwise notified by the Company. (3) For each Fund/SERV transaction, including transactions establishing accounts with us the Distributor or our affiliatesits affiliate, you the Company shall provide the Funds and us the Distributor or its affiliate with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which you the Company hereby certify certifies is and shall remain true and correct. You The Company shall maintain documents required by us or the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by you the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. (34) At all times each party shall maintain insurance coverage that is reasonable and customary in light of all its responsibilities hereunder and under applicable law. Such coverage shall insure for losses resulting from the criminal acts, errors or omissions of each party’s 's employees and agents. (45) You represent The parties agree to participate in Networking with each other under the terms of the Standard Networking Agreement, except that (i) Section 12 of Article IV relating to governing law is hereby amended by deleting the second sentence of such section, and warrant (ii) Section 13 of Article IV relating to arbitration of disputes is hereby deleted and shall be of no force and effect among the parties. (6) The Company represents and warrants that all instructions, questions and other correspondence concerning the accounts for which trades are made in accordance with this Section 7(aSECTION 4(a) shall come from youthe Company, and that individual account holders shall contact youthe Company, rather than contact us Distributor or the Funds directly, with instructions, questions and requests concerning the Funds. You The Company further represent represents and warrant warrants that youit, rather than us Distributor or the Funds, has reporting responsibility to your its clients for confirmations of transactions and monthly, quarterly and year-end statements. The Company is a member of the Securities Investor Protection Corporation and is current with the dues required by such membership. (b) If transactions in Fund Shares shares are to be settled directly with the DistributorFunds' transfer agent, the procedures relating to the processing and settlement of Orders shall be subject to such instructions as we Distributor may forward to you the Company from time to time. No later than 7:00 p.m. Eastern Time on each Business Day, Distributor (or its agent) will provide to the Company via facsimile or other electronic transmission acceptable to the Company the Funds' net asset value, dividend and capital gain information and, in the case of income funds, the daily accrual for interest rate factor (mil rate), determined at the Close of Trading. All such dividends and capital gains shall be automatically received in shares of the Funds unless otherwise notified by the Company. Payment for net purchase transactions shall be made by wire transfer or through a clearinghouse agency approved by us the Distributor to the applicable Fund custodial account designated by us Distributor on the Business Day next following the Trade Date. Any such Such wire transfers shall be instituted initiated by your the Company's bank prior to 4:00 p.m. Eastern time and received by the Funds prior to 6:00 p.m. Eastern time on the Business Day next following the Trade Date. If payment for Fund Shares purchased a purchase Order is not timely received, the Fund may cancel the Order or, at our Distributor's option, resell the Shares shares to the applicable Fund at the then prevailing net asset value value, and you the Company shall be responsible for all costs to usDistributor, the Funds or any affiliate of the Funds resulting from such resale. You The Company shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by us Distributor and/or the respective Funds resulting from delay or failure to make timely payment for such Shares shares or cancellation of any trade, or for any Orders that are processed on an “"as of” " basis as an accommodation to youthe Company. You The Company shall not be entitled to any gains generated thereby. (c) You agree The Company agrees not to withhold placing Orders received from any customers for the purchase or sale of Shares shares so as to profit yourself itself as a result of such withholding. You The Company shall not purchase Shares shares through us Distributor except for the purpose of covering purchase Orders received by youthe Company, or for your the Company's bona fide investment. You agree The Company agrees to purchase Shares shares only from the Funds or your its customers. If you purchase Shares the Company purchases shares from your its customers, you it will pay such customers not less than the applicable redemption price as established by the relevant Fund’s then-current Prospectusprospectuses of the Funds.

PROCESSING OF TRANSACTIONS. The following new Section 4 is hereby added to deleted in its entirety and replaced with the Agreement.following language: (a) If transactions in Fund Shares are to be settled through the NSCC’s Fund/SERV system, with XXXX # 0000 the following provisions shall apply: (1) Each party to this Agreement represents that it or one of its affiliates has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV system which provide (i) an automated process whereby shareholder purchases and redemptions, exchanges and transactions of mutual fund shares are executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“Networking”). (2) For each Fund/SERV transaction, including transactions establishing accounts with us ACIS or our its affiliates, you the Company shall provide the Funds and us ACIS or its affiliates with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which you the Company hereby certify certifies is and shall remain true and correct. You The Company shall maintain documents required by us ACIS or the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by you the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. (3) At all times each party shall maintain insurance coverage that is reasonable and customary in light of all its responsibilities hereunder and under applicable law. Such coverage shall insure for losses resulting from the criminal acts, errors or omissions of each party’s employees and agents. (4) You represent The Company represents and warrant warrants that all instructions, questions and other correspondence concerning the accounts for which trades are made in accordance with this Section 7(a4(a) shall come from youthe Company, and that individual account holders shall contact youthe Company, rather than contact us ACIS or the Funds directly, with instructions, questions and requests concerning the Funds. You The Company further represent represents and warrant warrants that youit, rather than us ACIS or the Funds, has reporting responsibility to your its clients for confirmations of transactions and monthly, quarterly and year-end statements. (b) If transactions in Fund Shares are to be settled directly with the DistributorACIS, the procedures relating to the processing and settlement of Orders shall be subject to such instructions as we ACIS may forward to you the Company from time to time. Payment for net purchase transactions shall be made by wire transfer or through a clearinghouse agency approved by us the ACIS to the applicable Fund custodial account designated by us ACIS on the Business Day next following the Trade Date. Any such Such wire transfers shall be instituted initiated by your the Company’s bank prior to 4:00 p.m. Eastern time and received by the Funds prior to 6:00 p.m. Eastern time on the Business Day next following the Trade Date. If payment for Fund Shares purchased a purchase Order is not timely received, the Fund may cancel the Order or, at our ACIS’s option, resell the Shares shares to the applicable Fund at the then prevailing net asset value value, and you the Company shall be responsible for all costs to usACIS, the Funds or any affiliate of ACIS or the Funds resulting from such resale. You The Company shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by us ACIS and/or the respective Funds resulting from delay or failure to make timely payment for such Shares shares or cancellation of any trade, or for any Orders that are processed on an “as of” basis as an accommodation to youthe Company. You The Company shall not be entitled to any gains generated thereby. (c) You agree The Company agrees not to withhold placing Orders received from any customers for the purchase or sale of Shares shares so as to profit yourself itself as a result of such withholding. You The Company shall not purchase Shares shares through us ACIS except for the purpose of covering purchase Orders received by youthe Company, or for your the Company’s bona fide investment. You agree The Company agrees to purchase Shares shares only from the Funds or your its customers. If you purchase Shares the Company purchases shares from your its customers, you it will pay such customers not less than the applicable redemption price as established by the relevant Fund’s then-current Prospectusprospectuses of the Funds.

PROCESSING OF TRANSACTIONS. The following new Section is hereby added to the Agreement. (a) If transactions in Fund Shares shares are to be settled through the National Securities Clearing Corporation’s (“NSCC’s ”) Mutual Fund Settlement, Entry, and Registration Verification (Fund/SERV SERV) system, with XXXX # 0000 the following provisions shall apply: (1) Each party to this Agreement represents that it or one of its affiliates has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV system which provide (i) an automated process whereby shareholder purchases and redemptions, exchanges and transactions of mutual fund shares are executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“Networking”). (2) For each Fund/SERV transaction, including transactions establishing accounts with us the Distributor or our affiliatesits affiliate, you the Company shall provide the Funds and us the Distributor or its affiliate with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which you the Company hereby certify certifies is and shall remain true and correct. You The Company shall maintain documents required by us or the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by you the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. (3) At all times each party shall maintain insurance coverage that is reasonable and customary in light of all its responsibilities hereunder and under applicable law. Such coverage shall insure for losses resulting from the criminal acts, errors or omissions of each party’s employees and agents. (4) You represent The parties agree to participate in Networking with each other under the terms of the Standard Networking Agreement, except that (i) Section 12 of Article IV relating to governing law is hereby amended by deleting the second sentence of such section, and warrant (ii) Section 13 of Article IV relating to arbitration of disputes is hereby deleted and shall be of no force and effect among the parties. (5) The Company represents and warrants that all instructions, questions and other correspondence concerning the accounts for which trades are made in accordance with this Section 7(a4(a) shall come from youthe Company, and that individual account holders shall contact youthe Company, rather than contact us Distributor or the Funds directly, with instructions, questions and requests concerning the Funds. You The Company further represent represents and warrant warrants that youit, rather than us Distributor or the Funds, has reporting responsibility to your its clients for confirmations of transactions and monthly, quarterly and year-end statements. The Company is a member of the Securities Investor Protection Corporation and is current with the dues required by such membership. (b) If transactions in Fund Shares shares are to be settled directly with the DistributorFunds’ transfer agent, the procedures relating to the processing and settlement of Orders shall be subject to such instructions as we Distributor may forward to you the Company from time to time. Payment for net purchase transactions shall be made by wire transfer or through a clearinghouse agency approved by us to the applicable Fund custodial account designated by us Distributor on the Business Day next following the Trade Date. Any such Such wire transfers shall be instituted initiated by your the Company’s bank prior to 4:00 p.m. Eastern time and received by the Funds prior to 6:00 p.m. Eastern time on the Business Day next following the Trade Date. If payment for Fund Shares purchased a purchase Order is not timely received, the Fund may cancel the Order or, at our Distributor’s option, resell the Shares shares to the applicable Fund at the then prevailing net asset value value, and you the Company shall be responsible for all costs to usDistributor, the Funds or any affiliate of the Funds resulting from such resale. You The Company shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by us Distributor and/or the respective Funds resulting from delay or failure to make timely payment for such Shares shares or cancellation of any trade, or for any Orders that are processed on an “as of” basis as an accommodation to youthe Company. You The Company shall not be entitled to any gains generated thereby. (c) You agree The Company agrees not to withhold placing Orders received from any customers for the purchase or sale of Shares shares so as to profit yourself itself as a result of such withholding. You The Company shall not purchase Shares shares through us Distributor except for the purpose of covering purchase Orders received by youthe Company, or for your the Company’s bona fide investment. You agree The Company agrees to purchase Shares shares only from the Funds or your its customers. If you purchase Shares the Company purchases shares from your its customers, you it will pay such customers not less than the applicable redemption price as established by the relevant Fund’s then-current Prospectusprospectuses of the Funds.

PROCESSING OF TRANSACTIONS. The following new Section is hereby added to the Agreement. (a) If transactions in Fund Shares are to be settled through the NSCC’s 's Fund/SERV system, with XXXX # 0000 the following provisions shall apply: (1) Each party to this Agreement represents that it or one of its affiliates has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV system which provide (i) an automated process whereby shareholder purchases and redemptions, exchanges and transactions of mutual fund shares are executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“"Networking”"). (2) For each Fund/SERV transaction, including transactions establishing accounts with us or our affiliates, you shall provide the Funds and us with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which you hereby certify is and shall remain true and correct. You shall maintain documents required by us or the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by you that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. (3) At all times each party shall maintain insurance coverage that is reasonable and customary in light of all its responsibilities hereunder and under applicable law. Such coverage shall insure for losses resulting from the criminal acts, errors or omissions of each party’s 's employees and agents. (4) The parties agree to participate in Networking with each other under the terms of the Standard Networking Agreement, except that (i) the section relating to governing law is hereby amended by deleting the second sentence of such section, and (ii) the section relating to arbitration of disputes is hereby deleted and shall be of no force and effect among the parties. (5) You represent and warrant that all instructions, questions and other correspondence concerning the accounts for which trades are made in accordance with this Section SECTION 7(a) shall come from you, and that individual account holders shall contact you, rather than contact us or the Funds directly, with instructions, questions and requests concerning the Funds. You further represent and warrant that you, rather than us or the Funds, has reporting responsibility to your clients for confirmations of transactions and monthly, quarterly and year-end statements. (b) If transactions in Fund Shares are to be settled directly with the DistributorTransfer Agent, the procedures relating to the processing and settlement of Orders shall be subject to such instructions as we may forward to you from time to time. Payment for purchase transactions shall be made by wire transfer or through a clearinghouse agency approved by us to the applicable Fund custodial account designated by us on the Business Day next following the Trade Date. Any such wire transfers shall be instituted by your bank prior to 4:00 p.m. Eastern time and received by the Funds prior to 6:00 p.m. Eastern time on the Business Day next following the Trade Date. If payment for Fund Shares purchased is not timely received, the Fund may cancel the Order or, at our option, resell the Shares to the applicable Fund at the then prevailing net asset value and you shall be responsible for all costs to us, the Funds or any affiliate of the Funds resulting from such resale. You shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds resulting from delay or failure to make timely payment for such Shares or cancellation of any trade, or for any Orders that are processed on an “"as of” " basis as an accommodation to you. You shall not be entitled to any gains generated thereby. (c) You agree not to withhold placing Orders received from any customers for the purchase or sale of Shares so as to profit yourself as a result of such withholding. You shall not purchase Shares through us except for the purpose of covering purchase Orders received by you, or for your bona fide investment. You agree to purchase Shares only from the Funds or your customers. If you purchase Shares from your customers, you will pay such customers not less than the applicable redemption price as established by the relevant Fund’s 's then-current Prospectus.

PROCESSING OF TRANSACTIONS. The following new Section is hereby added to the Agreement. (a) If transactions Transactions in Fund Shares are to shares will generally be settled through the National Securities Clearing Corporation's ("NSCC’s ") Mutual Fund Settlement, Entry, and Registration Verification (Fund/SERV SERV) system, with XXXX # 0000 and the following provisions shall apply: (1) Each party to this Agreement represents that it or one of its affiliates has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV FundISERV system which provide (i) an automated process whereby shareholder purchases and redemptions, exchanges and transactions of mutual fund shares are executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“"Networking”"). (2) For each Fund/SERV transaction, including transactions establishing accounts with us the Distributor or our affiliatesits affiliate, you the Company shall provide the Funds and us the Distributor or its affiliate with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which you the Company hereby certify certifies is and shall remain true and correct. You The Company shall maintain documents required by us or the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by you the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. (3) At all times each party shall maintain insurance coverage that is reasonable and customary in light of all its responsibilities hereunder and under applicable law. Such coverage shall insure for losses resulting from the criminal acts, errors or omissions of each party’s 's employees and agents. (4) You represent The parties agree to participate in Networking with each other under the terms of the Standard Networking Agreement, except that (i) Section 12 of Article IV relating to governing law is hereby amended by deleting the second sentence of such section, and warrant (ii) Section 13 of Article IV relating to arbitration of disputes is hereby deleted and shall be of no force and effect among the parties. (5) The Company represents and warrants that all instructions, questions and other correspondence concerning the accounts for which trades are made in accordance with this Section 7(a4(a) shall come from youthe Company, and that individual account holders shall contact youthe Company, rather than contact us Distributor or the Funds directly, with instructions, questions and requests concerning the Funds. You The Company further represent represents and warrant warrants that youit, rather than us Distributor or the Funds, has reporting responsibility to your its clients for confirmations of transactions and monthly, quarterly and year-end statements. (b) If transactions in Fund Shares shares are to be settled directly with the DistributorFunds' transfer agent, the procedures relating to the processing and settlement of Orders shall be subject to such instructions as we Distributor may forward to you the Company from time to time. Payment for net purchase transactions shall be made by wire transfer or through a clearinghouse agency approved by us to the applicable Fund custodial account designated by us Distributor on the Business Day next following the Trade Date. Any such Such wire transfers shall be instituted initiated by your the Company's bank prior to 4:00 p.m. Eastern time and received by the Funds prior to 6:00 p.m. Eastern time on the Business Day next following the Trade Date. If payment for Fund Shares purchased a purchase Order is not timely received, the Fund may cancel the Order or, at our Distributor's option, resell the Shares shares to the applicable Fund at the then prevailing net asset value value, and you the Company shall be responsible for all costs to usDistributor, the Funds or any affiliate of the Funds resulting from such resale. You The Company shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by us Distributor and/or the respective Funds resulting from delay or failure to make timely payment for such Shares shares or cancellation of any trade, or for any Orders that are processed on an “"as of” of basis as an accommodation to youthe Company. You The Company shall not be entitled to any gains generated thereby. (c) You agree The Company agrees not to withhold placing Orders received from any customers for the purchase or sale of Shares shares so as to profit yourself itself as a result of such withholding. You The Company shall not purchase Shares through us shares through. Distributor except for the purpose of covering purchase Orders received by youthe Company, or for your the Company's bona fide investment. You agree The Company agrees to purchase Shares shares only from the Funds or your its customers. If you purchase Shares the Company purchases shares from your its customers, you it will pay such customers not less than the applicable redemption price as established by the relevant Fund’s then-current Prospectusprospectuses of the Funds. (d) In the event of equipment failure or technical malfunctions or the parties' inability to otherwise perform transactions pursuant to the FUND/SERV Processing Procedures, or the parties' mutual consent to use manual processing, the Manual Processing Procedures below will apply. 1. On each Business Day, Nationwide may receive Instructions from the Plan participants for the purchase or redemption of shares of the Funds based solely upon receipt of such Instructions prior to the Close of Trading on that Business Day. Instructions in good order received by Nationwide prior to the close of trading on any given Business Day (generally, 4:00 p.m. ET (the "Trade Date") and transmitted to the Distributor by no later than 9:30 a.m. ET the Business Day following the Trade Date ("Trade Date plus One" or "T+1"), will be executed at the NAV ("Share Price") of each applicable Fund, determined as of the Close of Trading on the Trade Date. 2. By no later than 6:30 p.m. ET on each Trade Date ("Price Communication Time"), the Distributor will use its best efforts to communicate to Nationwide via electronic transmission acceptable to both parties, the Share Price of each applicable Fund, as well as dividend and capital gain information and, in the case of funds that credit a daily dividend, the daily accrual or interest rate factor, determined at the Close of Trading on that Trade Date. 3. As noted in Paragraph 1 above, by 9:30 a.m. ET on T±1 ("Instruction Cutoff Time") and after Nationwide has processed all approved transactions, Nationwide will transmit to the Distributor via facsimile, telefax or electronic transmission or system-to-system, or by a method acceptable to Nationwide and the Distributor, a report (the "Instruction Report") detailing the Instructions that were received by Nationwide prior to the Funds' daily determination of Share Price for each Fund (i.e., the Close of Trading) on Trade Date. a. It is understood by the parties that all Instructions from the Plan participant shall be received and processed by Nationwide in accordance with its standard transaction processing procedures. Nationwide or its designees shall maintain records sufficient to identify the date and time of receipt of all Plan participant transactions involving the Funds and shall make or cause to be made such records available upon reasonable request for examination by the Funds or its designated representative, or by appropriate governmental authorities. Under no circumstances shall Nationwide change, alter or modify any Instructions received by it in good order. b. Following the completion of the transmission of any Instructions by Nationwide to the Distributor by the Instruction Cutoff Time, Nationwide will verify that the Instruction was received by the Distributor. c. In the event that an Instruction transmitted by Nationwide on any Business Day is not received by the Distributor by the Instruction Cutoff Time, due to mechanical difficulties or for any other reason beyond Nationwide's reasonable control, such Instruction shall nonetheless be treated by the Distributor as if it had been received by the Instruction Cutoff Time, provided that Nationwide retransmits such Instruction by facsimile transmission to the Distributor and such Instruction is received by the Distributor's financial control representative no later than 9:30 a.m. ET on Mi. In addition, Nationwide will place a phone call to the Distributor prior to 9:00 a.m. ET on T+1 to advise the Distributor that a facsimile transmission concerning the Instruction is being sent. d. With respect to all Instructions, the Distributor will manually adjust a Fund's records for the Trade Date to reflect any Instructions sent by Nationwide. e. By no later than 4:00 p.m. on T+1, and based on the information transmitted to the Distributor pursuant to Paragraph 3(c) above, Nationwide will use its best efforts to verify that all Instructions provided to the Distributor on T+1 were accurately received and that the trades for each Account were accurately completed and Nationwide will use its best efforts to notify Distributor of any discrepancies. 4. As set forth below, upon the timely receipt from Nationwide of the Instructions, the Fund will execute the purchase or redemption transactions (as the case may be) at the Share Price for each Fund computed as of the Close of Trading on the Trade Date. a. Except as otherwise provided herein, all purchase and redemption transactions will settle on T+1. Settlements will be through net Federal Wire transfers to an account designated by a Fund. In the case of Instructions which constitute a net purchase order, settlement shall occur by Nationwide initiating a wire transfer by 1:00 p.m. ET on T+1 to the custodian for the Fund for receipt by the Funds' custodian by no later than the Close of Business at the New York Federal Reserve Bank on T+1, causing the remittance of the requisite funds to the Distributor to cover such net purchase order. In the case of Instructions which constitute a net redemption order, settlement shall occur by the Distributor using its best efforts to cause the remittance of the requisite funds to cover such net redemption order by Federal Funds Wire on T+1, provided that the Fund reserves the right to (i) delay settlement of redemptions for up to seven (7) Business Days after receiving a net redemption order in accordance with Section 22 of the 1940 Act and Rule 22c-1 thereunder, or (iii) suspend redemptions pursuant to the 1940 Act or as otherwise required by law. Settlements shall be in U.S. dollars. b. Nationwide (and its Variable and Trust Accounts) shall be designated as record owner of each account ("Record Owner") and Company shall provide Nationwide with all written confirmations required under federal and state securities laws. c. 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 Instructions. Instructions will be settled on the next Business Day on which the Federal Reserve Wire Transfer System is open. The original T-hl Settlement Date will not apply. Rather, for purposes of this Paragraph 4(c) only, the Settlement Date will be the date on which the Instruction settles. d. Nationwide shall, upon receipt of any confirmation or statement concerning the accounts, verify the accuracy of the information contained therein against the information contained in Nationwide's internal record-keeping system and shall promptly, advise the Distributor in writing of any discrepancies between such information. The Distributor and Nationwide shall cooperate to resolve any such discrepancies as soon as reasonably practicable.

PROCESSING OF TRANSACTIONS. The following new Section is hereby added to the Agreement. (a) If transactions in Fund Shares are to be settled through the National Securities Clearing Corporation's ("NSCC’s ") Mutual Fund Settlement, Entry, and Registration Verification (Fund/SERV SERV) system, with XXXX # 0000 the following provisions shall apply: (1) Each party to this Agreement represents that it or one of its affiliates has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV system which provide (i) an automated process whereby shareholder purchases and redemptions, exchanges and transactions of mutual fund shares are executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“"Networking”"). (2) For each Fund/SERV transaction, including transactions establishing accounts with us or our affiliatesaffiliate, you shall provide the Funds and us with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which you hereby certify is and shall remain true and correct. You shall maintain documents required by us or the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by you that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. (3) At all times each party shall maintain insurance coverage that is reasonable and customary in light of all its responsibilities hereunder and under applicable law. Such coverage shall insure for losses resulting from the criminal acts, errors or omissions of each party’s 's employees and agents. (4) The parties agree to participate in Networking with each other under the terms of the Standard Networking Agreement, except that (i) the section relating to governing law is hereby amended by deleting the second sentence of such section, and (ii) the section relating to arbitration of disputes is hereby deleted and shall be of no force and effect among the parties. (5) You represent and warrant that all instructions, questions and other correspondence concerning the accounts for which trades are made in accordance with this Section 7(aSECTION 7(A) shall come from you, and that individual account holders shall contact you, rather than contact us or the Funds directly, with instructions, questions and requests concerning the Funds. You further represent and warrant that you, rather than us or the Funds, has reporting responsibility to your clients for confirmations of transactions and monthly, quarterly and year-end statements. You are a member of the Securities Investor Protection Corporation and are current with the dues required by such membership. (b) If transactions in Fund Shares are to be settled directly with the DistributorFunds' transfer agent, the procedures relating to the processing and settlement of Orders shall be subject to such instructions as we may forward to you from time to time. Payment for purchase transactions shall be made by wire transfer or through a clearinghouse agency approved by us to the applicable Fund custodial account designated by us on the Business Day next following the Trade Date. Any such wire transfers shall be instituted by your bank prior to 4:00 p.m. Eastern time and received by the Funds prior to 6:00 p.m. Eastern time on the Business Day next following the Trade Date. If payment for Fund Shares purchased is not timely received, the Fund may cancel the Order or, at our option, resell the Shares shares to the applicable Fund at the then prevailing net asset value and you shall be responsible for all costs to us, the Funds or any affiliate of the Funds resulting from such resale. You shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds resulting from delay or failure to make timely payment for such Shares shares or cancellation of any trade, or for any Orders that are processed on an “"as of” " basis as an accommodation to you. You shall not be entitled to any gains generated thereby. (c) You agree not to withhold placing Orders received from any customers for the purchase or sale of Shares so as to profit yourself itself as a result of such withholding. You shall not purchase Shares through us except for the purpose of covering purchase Orders received by you, or for your bona fide investment. You agree to purchase Shares only from the Funds or your customers. If you purchase Shares from your customers, you will pay such customers not less than the applicable redemption price as established by the relevant Fund’s then-current Prospectusprospectuses of the Funds.