Common use of PROCESSING OF TRANSACTIONS Clause in Contracts

PROCESSING OF TRANSACTIONS. (a) If transactions in Fund shares are to be settled through the National Securities Clearing Corporation’s (“NSCC”) Mutual Fund Settlement, Entry, and Registration Verification (Fund/SERV) system, the following provisions shall apply: (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 the Distributor or its affiliate, the Company shall provide the Funds and 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 the Company hereby certifies is and shall remain true and correct. The Company shall maintain documents required by the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. (3) 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) 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 (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 4(a) shall come from the Company, and that individual account holders shall contact the Company, rather than contact Distributor or the Funds directly, with instructions, questions and requests concerning the Funds. The Company further represents and warrants that it, rather than Distributor or the Funds, has reporting responsibility to 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 Funds’ transfer agent (i.e., manual trading), procedures relating to the processing and settlement of Orders shall be subject to such instructions as Distributor may forward to 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 Distributor on the Business Day next following the Trade Date (T + 1). Such wire transfers shall be initiated by 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 a purchase Order is not timely received, the Fund may cancel the Order or, at Distributor’s option, resell the shares to the applicable Fund at the then prevailing net asset value, and the Company shall be responsible for all costs to Distributor, the Funds or any affiliate of the Funds resulting from such resale. The Company shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by Distributor 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 the Company. 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) The Company agrees not to withhold placing Orders received from any customers for the purchase or sale of shares so as to profit itself as a result of such withholding. The Company shall not purchase shares through Distributor except for the purpose of covering purchase Orders received by the Company, or for the Company’s bona fide investment. The Company agrees to purchase shares only from the Funds.

PROCESSING OF TRANSACTIONS. (a) If transactions in Fund shares Shares are to be settled through the National Securities Clearing Corporation’s (“NSCC”) Mutual Fund Settlement, Entry, and Registration Verification (Fund/SERV) SERV system, 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 the Distributor American Century or its affiliateaffiliates, the Company shall provide the Funds and the Distributor American Century or its affiliate affiliates with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which the Company hereby certifies is and shall remain true and correct. The Company shall maintain documents required by American Century or the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. (3) 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) 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 (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 4(a) shall come from the Company, and that individual account holders shall contact the Company, rather than contact Distributor or the Funds directly, with instructions, questions and requests concerning the Funds. The Company further represents and warrants that it, rather than Distributor or the Funds, has reporting responsibility to its clients 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 Shares are to be settled directly with the Funds’ transfer agent (i.e., manual trading)Transfer Agent, procedures relating to the processing and settlement of Orders shall be subject to such instructions as Distributor American Century may forward to 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 Distributor American Century on the Business Day next following the Trade Date (T + 1)Date. Such wire transfers shall be initiated by 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 a purchase Order is not timely received, the Fund may cancel the Order or, at DistributorAmerican Century’s option, resell the shares Shares to the applicable Fund at the then prevailing net asset value, and the Company shall be responsible for all costs to DistributorAmerican Century, the Funds or any affiliate of American Century or the Funds resulting from such resale. The Company shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by Distributor American Century 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 the Company. 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) The Company agrees not to withhold placing Orders received from any customers for the purchase or sale of shares Shares so as to profit itself as a result of such withholding. The Company shall not purchase shares Shares through Distributor American Century except for the purpose of covering purchase Orders received by the Company, or for the Company’s bona fide investment. The Company agrees to purchase shares Shares only from the Funds or its customers. If the Company purchases Shares from its customers, it will pay such customers not less than the applicable redemption price as established by the then-current prospectuses 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 CorporationNSCC’s (“NSCC”) 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 the Distributor us or its affiliateour affiliates, the Company you shall provide the Funds and the Distributor or its affiliate us with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which the Company you hereby certifies certify is and shall remain true and correct. The Company 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 the Company 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) 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, You represent and (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 warrant that all instructions, questions and other correspondence concerning the accounts for which trades are made in accordance with this Section 4(a7(a) shall come from the Companyyou, and that individual account holders shall contact the Companyyou, rather than contact Distributor us or the Funds directly, with instructions, questions and requests concerning the Funds. The Company You further represents represent and warrants warrant that ityou, rather than Distributor us or the Funds, has reporting responsibility to its your 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 Funds’ transfer agent (i.e.Distributor, manual trading), the procedures relating to the processing and settlement of Orders shall be subject to such instructions as Distributor we may forward to the Company you 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 Distributor us on the Business Day next following the Trade Date (T + 1)Date. Such Any such wire transfers shall be initiated instituted by the Company’s 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 a purchase Order Fund Shares purchased is not timely received, the Fund may cancel the Order or, at Distributor’s our option, resell the shares Shares to the applicable Fund at the then prevailing net asset value, value and the Company you shall be responsible for all costs to Distributorus, the Funds or any affiliate of the Funds resulting from such resale. The Company You shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by Distributor 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 the Companyyou. The Company You 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) The Company agrees You agree not to withhold placing Orders received from any customers for the purchase or sale of shares Shares so as to profit itself yourself as a result of such withholding. The Company You shall not purchase shares Shares through Distributor us except for the purpose of covering purchase Orders received by the Companyyou, or for the Company’s your bona fide investment. The Company agrees You agree to purchase shares Shares only from the FundsFunds 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. (a) If transactions in Fund shares are to be settled through the National Securities Clearing Corporation’s (“NSCC”) Mutual Fund Settlement, Entry, and Registration Verification (Fund/SERV) system, the following provisions shall apply: (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 the Distributor or its affiliate, the Company shall provide the Funds and 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 the Company hereby certifies is and shall remain true and correct. The Company shall maintain documents required by the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. (3) 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) 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 (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 4(a) shall come from the Company, and that individual account holders shall contact the Company, rather than contact Distributor or the Funds directly, with instructions, questions and requests concerning the Funds. The Company further represents and warrants that it, rather than Distributor or the Funds, has reporting responsibility to 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 are to be settled directly with the Funds’ transfer agent (i.e., manual trading)agent, procedures relating to the processing and settlement of Orders shall be subject to such instructions as Distributor may forward to 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 Distributor on the Business Day next following the Trade Date (T + 1)Date. Such wire transfers shall be initiated by 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 a purchase Order is not timely received, the Fund may cancel the Order or, at Distributor’s option, resell the shares to the applicable Fund at the then prevailing net asset value, and the Company shall be responsible for all costs to Distributor, the Funds or any affiliate of the Funds resulting from such resale. The Company shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by Distributor 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 the Company. 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) The Company agrees not to withhold placing Orders received from any customers for the purchase or sale of shares so as to profit itself as a result of such withholding. The Company shall not purchase shares through Distributor except for the purpose of covering purchase Orders received by the Company, or for the Company’s bona fide investment. The Company agrees to purchase shares only from the Funds or its customers. If the Company purchases shares from its customers, it will pay such customers not less than the applicable redemption price as established by the then-current prospectuses of the Funds.

PROCESSING OF TRANSACTIONS. (a) If transactions in Fund shares Shares are to be settled through the National Securities Clearing Corporation’s 's (“"NSCC”") Mutual Fund Settlement, Entry, and Registration Verification (Fund/SERV) system, the following provisions shall apply: (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 the Distributor us or its our affiliate, the Company you shall provide the Funds and the Distributor or its affiliate us with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which the Company you hereby certifies certify is and shall remain true and correct. The Company You shall maintain documents required by the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by the Company 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) Section 12 of Article IV the section relating to governing law is hereby amended by deleting the second sentence of such section, and (ii) Section 13 of Article IV the section relating to arbitration of disputes is hereby deleted and shall be of no force and effect among the parties. (5) The Company represents You represent and warrants warrant that all instructions, questions and other correspondence concerning the accounts for which trades are made in accordance with this Section 4(aSECTION 7(A) shall come from the Companyyou, and that individual account holders shall contact the Companyyou, rather than contact Distributor us or the Funds directly, with instructions, questions and requests concerning the Funds. The Company You further represents represent and warrants warrant that ityou, rather than Distributor us or the Funds, has reporting responsibility to its 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 Shares are to be settled directly with the Funds’ ' transfer agent (i.e.agent, manual trading), the procedures relating to the processing and settlement of Orders shall be subject to such instructions as Distributor we may forward to the Company you 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 Distributor us on the Business Day next following the Trade Date (T + 1)Date. Such Any such wire transfers shall be initiated instituted by the Company’s 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 a purchase Order Fund Shares purchased is not timely received, the Fund may cancel the Order or, at Distributor’s our option, resell the shares to the applicable Fund at the then prevailing net asset value, value and the Company you shall be responsible for all costs to Distributorus, the Funds or any affiliate of the Funds resulting from such resale. The Company You shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by Distributor 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 the Companyyou. The Company You 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) The Company agrees You agree not to withhold placing Orders received from any customers for the purchase or sale of shares Shares so as to profit itself as a result of such withholding. The Company You shall not purchase shares Shares through Distributor us except for the purpose of covering purchase Orders received by the Companyyou, or for the Company’s your bona fide investment. The Company agrees You agree 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 then-current prospectuses of the Funds.

PROCESSING OF TRANSACTIONS. (a) If transactions in Fund shares Shares are to be settled through the National Securities Clearing Corporation’s (“NSCC”) Mutual Fund Settlement, Entry, and Registration Verification ('s Fund/SERV) SERV system, 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 the Distributor us or its affiliateour affiliates, the Company you shall provide the Funds and the Distributor or its affiliate us with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which the Company you hereby certifies certify is and shall remain true and correct. The Company 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 the Company 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) Section 12 of Article IV the section relating to governing law is hereby amended by deleting the second sentence of such section, and (ii) Section 13 of Article IV the section relating to arbitration of disputes is hereby deleted and shall be of no force and effect among the parties. (5) The Company represents You represent and warrants warrant that all instructions, questions and other correspondence concerning the accounts for which trades are made in accordance with this Section 4(aSECTION 7(a) shall come from the Companyyou, and that individual account holders shall contact the Companyyou, rather than contact Distributor us or the Funds directly, with instructions, questions and requests concerning the Funds. The Company You further represents represent and warrants warrant that ityou, rather than Distributor us or the Funds, has reporting responsibility to its your 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 Funds’ transfer agent (i.e.Transfer Agent, manual trading), the procedures relating to the processing and settlement of Orders shall be subject to such instructions as Distributor we may forward to the Company you 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 Distributor us on the Business Day next following the Trade Date (T + 1)Date. Such Any such wire transfers shall be initiated instituted by the Company’s 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 a purchase Order Fund Shares purchased is not timely received, the Fund may cancel the Order or, at Distributor’s our option, resell the shares Shares to the applicable Fund at the then prevailing net asset value, value and the Company you shall be responsible for all costs to Distributorus, the Funds or any affiliate of the Funds resulting from such resale. The Company You shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by Distributor 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 the Companyyou. The Company You 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) The Company agrees You agree not to withhold placing Orders received from any customers for the purchase or sale of shares Shares so as to profit itself yourself as a result of such withholding. The Company You shall not purchase shares Shares through Distributor us except for the purpose of covering purchase Orders received by the Companyyou, or for the Company’s your bona fide investment. The Company agrees You agree to purchase shares Shares only from the FundsFunds 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. (a) If transactions in Fund shares are to be settled through the National Securities Clearing Corporation’s 's (“"NSCC”") Mutual Fund Settlement, Entry, and Registration Verification (Fund/SERV) system, the following provisions shall apply: (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 the Distributor or its affiliate, the Company shall provide the Funds and 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 the Company hereby certifies is and shall remain true and correct. The Company shall maintain documents required by the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. (3) 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) Section 12 of Article IV relating to governing law is hereby amended by deleting the second sentence of such section, and (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 4(a) shall come from the Company, and that individual account holders shall contact the Company, rather than contact Distributor or the Funds directly, with instructions, questions and requests concerning the Funds. The Company further represents and warrants that it, rather than Distributor or the Funds, has reporting responsibility to 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 are to be settled directly with the Funds’ ' transfer agent (i.e., manual trading)agent, procedures relating to the processing and settlement of Orders shall be subject to such instructions as Distributor may forward to 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 Distributor on the Business Day next following the Trade Date (T + 1)Date. Such wire transfers shall be initiated by the Company’s '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 a purchase Order is not timely received, the Fund may cancel the Order or, at Distributor’s 's option, resell the shares to the applicable Fund at the then prevailing net asset value, and the Company shall be responsible for all costs to Distributor, the Funds or any affiliate of the Funds resulting from such resale. The Company shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by Distributor 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 the Company. 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) The Company agrees not to withhold placing Orders received from any customers for the purchase or sale of shares so as to profit itself as a result of such withholding. The Company shall not purchase shares through Distributor except for the purpose of covering purchase Orders received by the Company, or for the Company’s 's bona fide investment. The Company agrees to purchase shares only from the Funds or its customers. If the Company purchases shares from its customers, it will pay such customers not less than the applicable redemption price as established by the then-current prospectuses of the Funds.

PROCESSING OF TRANSACTIONS. (a) If transactions Transactions in Fund shares are to will generally be settled through the National Securities Clearing Corporation’s 's (“"NSCC”") Mutual Fund Settlement, Entry, and Registration Verification (Fund/SERV) system, 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 the Distributor or its affiliate, the Company shall provide the Funds and 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 the Company hereby certifies is and shall remain true and correct. The Company shall maintain documents required by the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. (3) 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) Section 12 of Article IV relating to governing law is hereby amended by deleting the second sentence of such section, and (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 4(a) shall come from the Company, and that individual account holders shall contact the Company, rather than contact Distributor or the Funds directly, with instructions, questions and requests concerning the Funds. The Company further represents and warrants that it, rather than Distributor or the Funds, has reporting responsibility to 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 Funds’ ' transfer agent (i.e., manual trading)agent, procedures relating to the processing and settlement of Orders shall be subject to such instructions as Distributor may forward to 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 Distributor on the Business Day next following the Trade Date (T + 1)Date. Such wire transfers shall be initiated by the Company’s '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 a purchase Order is not timely received, the Fund may cancel the Order or, at Distributor’s 's option, resell the shares to the applicable Fund at the then prevailing net asset value, and the Company shall be responsible for all costs to Distributor, the Funds or any affiliate of the Funds resulting from such resale. The Company shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by Distributor 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” of basis as an accommodation to the Company. The Company shall not be entitled to any gains generated thereby. (c) The Company agrees not to withhold placing Orders received from any customers for the purchase or sale of shares so as to profit itself as a result of such withholding. Payment The Company shall not purchase shares through. Distributor except for the purpose of covering purchase Orders received by the Company, or for the Company's bona fide investment. The Company agrees to purchase shares only from the Funds or its customers. If the Company purchases shares from its customers, it will pay such customers not less than the applicable redemption price as established by the then-current prospectuses 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 orders 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 (iiiii) suspend redemptions pursuant to the 1940 Act or as otherwise required by law. Settlements shall be in U.S. dollars. b. Nationwide (cand its Variable and Trust Accounts) The shall be designated as record owner of each account ("Record Owner") and Company agrees not to withhold placing Orders received from shall provide Nationwide with all written confirmations required under federal and state securities laws. c. On any customers Business Day when the Federal Reserve Wire Transfer System is closed, all communication and processing rules will be suspended for the purchase or sale settlement of shares so as to profit itself as a result of such withholdingInstructions. Instructions will be settled on the next Business Day on which the Federal Reserve Wire Transfer System is open. The Company 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 not purchase shares through promptly, advise the Distributor except for the purpose in writing of covering purchase Orders received by the Company, or for the Company’s bona fide investmentany discrepancies between such information. The Company agrees Distributor and Nationwide shall cooperate to purchase shares only from the Fundsresolve any such discrepancies as soon as reasonably practicable.

PROCESSING OF TRANSACTIONS. (a) If transactions in Fund shares are to be settled through the National Securities Clearing Corporation’s 's (“"NSCC”") Mutual Fund Settlement, Entry, and Registration Verification (Fund/SERV) system, the following provisions shall apply: (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 the Distributor or its affiliate, the Company shall provide the Funds and 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 the Company hereby certifies is and shall remain true and correct. The Company shall maintain documents required by the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a representation by the Company that it has received proper authorization from each person whose purchase, redemption, account transfer or exchange transaction is effected as a result of such instruction. (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) 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 (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. (56) 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 SECTION 4(a) shall come from the Company, and that individual account holders shall contact the Company, rather than contact Distributor or the Funds directly, with instructions, questions and requests concerning the Funds. The Company further represents and warrants that it, rather than Distributor or the Funds, has reporting responsibility to 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 are to be settled directly with the Funds’ ' transfer agent (i.e., manual trading)agent, procedures relating to the processing and settlement of Orders shall be subject to such instructions as Distributor may forward to 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 Distributor on the Business Day next following the Trade Date (T + 1)Date. Such wire transfers shall be initiated by the Company’s '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 a purchase Order is not timely received, the Fund may cancel the Order or, at Distributor’s 's option, resell the shares to the applicable Fund at the then prevailing net asset value, and the Company shall be responsible for all costs to Distributor, the Funds or any affiliate of the Funds resulting from such resale. The Company shall be responsible for any loss, expense, liability or damage, including loss of profit suffered by Distributor 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 the Company. 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) The Company agrees not to withhold placing Orders received from any customers for the purchase or sale of shares so as to profit itself as a result of such withholding. The Company shall not purchase shares through Distributor except for the purpose of covering purchase Orders received by the Company, or for the Company’s 's bona fide investment. The Company agrees to purchase shares only from the Funds or its customers. If the Company purchases shares from its customers, it will pay such customers not less than the applicable redemption price as established by the then-current prospectuses of the Funds.