Common use of Purchase, Redemption and Transfer of Shares Clause in Contracts

Purchase, Redemption and Transfer of Shares. SECTION 2.1 In the event that NSCC Services or the DST system fails or is unavailable for any reason, the Underwriter shall accept, effect and record Contract transactions outside of NSCC Services in a manner consistent with Article I of the Agreement. SECTION 2.2 The Company shall be solely responsible for the accuracy of each order placed by the Company or its agents and authorized by the Account/Contractholder for the purchase, redemption or transfer of Shares through NSCC Services ("NSCC SERVICES INSTRUCTIONS") and the issuance of any NSCC Services Instruction will constitute the Company's representation and warranty to the Underwriter and the Funds that the NSCC Services Instruction is accurate, complete and issued as duly authorized by the Account/Contractholder whose Shares are the subject of the NSCC Services Instructions The Company shall adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions and to limit the access to persons specifically authorized by the Company. SECTION 2.3 NSCC Services Instructions will be transmitted by the Company to NSCC in a timely manner sufficient for NSCC to forward the instructions to the Underwriter by 6:00 a m Baltimore time ("CUT-OFF") on the next Business Day after the Company receives such instructions from the Account/Contractholders, provided such instructions are received by the Company in good order prior to the closing of the New York Stock Exchange ("CLOSE OF TRADING") (normally 4:00 p.m. Baltimore time), NSCC Services Instructions received in proper form by the Underwriter after the Cut-Off on any Business Day shall be treated as if received on the next following Business Day The Company warrants that all NSCC Services Instructions the Company transmits to NSCC for processing were received by the Company from Account/Contractholder by Close of Trading. The Company shall transmit payment for purchase NSCC Services Instructions to NSCC the next Business Day after receipt of NSCC Services Instructions to purchase Shares is made in accordance with the provisions of Section 2.3 hereof If Underwriter has not received payment by such date, the purchase NSCC Services Instruction may be canceled and the Company shall be responsible for any losses incurred by the Fund as a result of such cancellation. SECTION 2.4 Daily net asset value per share information will be transmitted by the Funds on a best efforts basis to NSCC in a timely manner sufficient for NSCC to forward such information to the Company by 7 p.m. Baltimore time. SECTION 2.5 The Underwriter and the Funds reserve the right, in their sole discretion, to reject or cancel: (a) any NSCC Services Instruction for the purchase of Shares, including NSCC Services Instructions that have been confirmed through NSCC Services consistent with the terms of the Agreement; (b) any NSCC Services Instruction received: (a) in connection with an Account if such account's registration is pending with NSCC; and (b) in connection with an Account prior to receipt of such account's registration information; and (c) any NSCC Services transaction that is not executed for the Company, or its Accounts, and the Company shall be responsible for any losses incurred by the Underwriter and/or the Funds as a result of such cancellation. Confirmation via NSCC Services that a NSCC Services Instruction has been received does not constitute acceptance by the Underwriter or the Funds. Any rejection or cancellation made by the Underwriter or the Funds will be done pursuant to current NSCC rules and procedures and in accordance with the terms of the Funds' current prospectus Transfers are limited to transfers among identically registered accounts in the Funds. Fund shares purchased may not be redeemed until the next Business Day after the Fund receives payment. SECTION 2.6 In the event the Company seeks to correct or cancel a previously placed NSCC Services Instruction after the Cut-Off (other than to correct discrepancies in accordance with Section 1.5 herein), such cancellation or correction must be approved by the Underwriter and will be processed outside of NSCC Services The Underwriter shall have complete and sole discretion as to whether or not to allow the cancellation or correction to be made The Company agrees to promptly pay each Fund the amount of any loss incurred by the Fund as a result of such cancellation or correction. SECTION 2.7 The Company agrees to monitor its Contractholders' accounts for market timing and excessive trading activity (as defined in the Funds' prospectus) and agrees to work with the Underwriter to deter or block any such activity. SECTION 2.8 In the event there are net purchases on any Business Day for any Fund, the Company will settle the net purchase in accordance with current NSCC rules and procedures on settlement In the event there are net redemptions for the day, the Underwriter will settle the net redemption in accordance with current NSCC rules and procedures on settlement. SECTION 2.9 On any Business Day when the Federal Reserve Wire Transfer System is closed, settlement of purchases and redemptions will be delayed until the next Business Day on which the Federal Reserve Wire Transfer System is open The delayed settlement will not have any impact on the transaction's original share price SECTION 2.10 Except as provided for in Section 2.3, the Company shall not seek a prior net asset value per share of a Fund after the Cut-Off. SECTION 2.11 Notwithstanding anything to the contrary contained in this NSCC Services Amendment or otherwise, the Company shall repay the Funds for any duplicative or excessive payment, or credit any duplicate or excessive shares, it or its Contractholders/Accounts have received within 30 days after written notice thereof, if either (a) such payment or shares is in the Company's custody, possession or control, or is in its Accounts custody, possession or control or is in a Contract; or (b) such payment or share credit was due to an error attributable to the Company The party responsible for the duplicative or excessive payment or shares shall be responsible and liable for any loss inclined as a result, pursuant to Section 1.5 herein. The Company agrees to use reasonable efforts to obtain reimbursement of any other duplicative or excessive payment or share credits made to its Contractholder/Account that are no longer in the Company's custody or possession and are the result of an error made by the Underwriter, and to remit any such reimbursement to the Funds. The Company agrees to keep the Funds informed of the status of any collection effort Any costs, fees or expenses incurred by the Company in such collection efforts shall be at the Underwriter's expense, If the Company, in its sole discretion, repays the amount of such overpayment on behalf of a Contractholder/Account, the Company shall be fully subrogated to the Underwriter rights against the Contractholder/Account SECTION 2.12 The Underwriter shall have full authority to take such action as it may deem advisable in respect of all matters pertaining to the continuous offering of Shares through NSCC Services. The Underwriter reserves the right in its discretion and without notice to the Company to suspend sales or withdraw the offering of Shares of any Fund through NSCC Services or to terminate an individual Fund's participation in NSCC Services at any time without notice (redemptions for shares of these Funds would be required to take place outside of NSCC Services). SECTION 2.13 To the extent feasible, the Company will cooperate with the Underwriter with respect to any requests pertaining to the state of residence as well as the state of domicile of the Accounts. SECTION 2.14 Each party hereto will furnish the other parties (the "REQUESTING PARTIES") with such information as it may reasonably request, and will otherwise cooperate with the Requesting Parties and its designees (including, without limitation, any auditors designated by the Requesting Parties) in connection with the preparation of reports to the Requesting Parties concerning this NSCC Services Amendment, as well as any other reports or filings that may be required by law. Each party hereto will further maintain all records required by law concerning this NSCC Services Amendment.

Purchase, Redemption and Transfer of Shares. SECTION Section 2.1 In the event that NSCC Services or the DST system SS&C System fails or is unavailable for any reason, the Underwriter shall accept, effect and record Contract transactions outside of NSCC Services in a manner consistent with Article I Sections 1.5 and 1.7 of the Agreement. SECTION Section 2.2 The Company shall be solely responsible for the accuracy of each order placed by the Company or its agents and authorized by the Account/Contractholder for the purchase, redemption or transfer of Shares through NSCC Services ("“NSCC SERVICES INSTRUCTIONS"Services Instructions”) and the issuance of any NSCC Services Instruction will constitute the Company's ’s representation and warranty to the Underwriter and the Funds that the NSCC Services Instruction is accurate, complete and issued as duly authorized by the Account/Contractholder whose Shares are the subject of the NSCC Services Instructions Instructions. The Company shall adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions and to limit the access to persons specifically authorized by the Company. SECTION Section 2.3 NSCC Services Instructions will be transmitted by the Company to NSCC in a timely manner sufficient for NSCC to forward the instructions to the Underwriter by 6:00 a m Baltimore Cycle 8 of the NSCC or such other time as mutually agreed upon by the parties ("CUT“Cut-OFF"Off”) on the next Business Day after the Company receives such instructions from the Account/ContractholdersContractholders (“T+1”), provided such instructions are received by the Company in good order prior to the closing of the New York Stock Exchange ("CLOSE OF TRADING"“Close of Trading”) (normally 4:00 p.m. Baltimore Eastern time), . NSCC Services Instructions received in proper form by the Underwriter after the Cut-Off on any Business Day shall be treated as if received on the next following Business Day Day. The Company warrants that all NSCC Services Instructions the Company transmits to NSCC for processing were received by the Company from Account/Contractholder by Close of Trading. The Company shall transmit payment for purchase NSCC Services Instructions to NSCC the next Business Day after receipt of NSCC Services Instructions to purchase Shares is made in accordance with the provisions of Section 2.3 hereof NSCC rules and procedures on T+1. If Underwriter has not received payment by such date, the purchase NSCC Services Instruction may be canceled and the Company shall be responsible for any losses incurred by the Fund or its transfer agent as a result of such cancellation. SECTION Section 2.4 Daily net asset value per share information will be transmitted by the Funds on a best best-efforts basis to NSCC in a timely manner sufficient for NSCC to forward such information to the Company by 7 7:00 p.m. Baltimore Eastern time. SECTION Section 2.5 The Underwriter and the Funds reserve the right, in their sole discretion, to reject or cancel: (a) any NSCC Services Instruction for the purchase of Shares, including NSCC Services Instructions that have been confirmed through NSCC Services consistent with the terms of the AgreementServices; (b) any NSCC Services Instruction received: (a) in connection with an Account if such account's ’s registration is pending with NSCC; and (b) in connection with an Account prior to receipt of such account's ’s registration information; and (c) any NSCC Services transaction that is not executed for the Company, or its Accounts, and the Company shall be responsible for any losses incurred by the Underwriter and/or the Funds as a result of such cancellation. Confirmation via NSCC Services that a NSCC Services Instruction has been received does not constitute acceptance by the Underwriter or the Funds. Any rejection or cancellation made by the Underwriter or the Funds will be done pursuant to current NSCC rules and procedures and in accordance with the terms of the Funds' ’ current prospectus prospectus. Transfers are limited to transfers among identically registered accounts in the Funds. Fund shares purchased may not be redeemed until the next Business Day after the Fund receives payment. SECTION Section 2.6 In the event the Company seeks to correct or cancel a previously placed NSCC Services Instruction after the Cut-Off (other than to correct discrepancies in accordance with Section 1.5 herein), such cancellation or correction must be approved by the Underwriter and will be processed outside of NSCC Services Underwriter. The Underwriter shall have complete and sole discretion as to whether or not to allow the cancellation or correction to be made made. The Company agrees to promptly pay each Fund the amount of any loss incurred by the Fund or its transfer agent as a result of such cancellation or correction. SECTION Section 2.7 The Company agrees to monitor its Contractholders' ’ accounts for market timing and excessive trading activity (as defined in the Funds' ’ prospectus) and agrees to work with the Underwriter to deter or block any such activity. SECTION Section 2.8 In the event there are net purchases on any Business Day for any Fund, the Company will settle the net purchase in accordance with current NSCC rules and procedures on settlement settlement. In the event there are net redemptions for the day, the Underwriter will settle the net redemption in accordance with current NSCC rules and procedures on settlement. SECTION Section 2.9 On any Business Day when the Federal Reserve Wire Transfer System is closed, settlement of purchases and redemptions will be delayed until the next Business Day on which the Federal Reserve Wire Transfer System is open open. The delayed settlement will not have any impact on the transaction's ’s original share price. SECTION Section 2.10 Except as provided for in Section 2.3, the Company shall not seek a prior net asset value per share of a Fund after the Cut-Off. SECTION Section 2.11 Notwithstanding anything to the contrary contained in this NSCC Services Amendment Supplement or otherwise, the Company shall repay the Funds for any duplicative or excessive payment, or credit any duplicate or excessive shares, it or its Contractholders/Accounts have received within 30 days after written notice thereof, if either (a) such payment or shares is in the Company's ’s custody, possession or control, or is in its Accounts Contractholder’s or Accounts’ custody, possession or control or is in a Contractcontrol; or (b) such payment or share credit was due to an error attributable to the Company Company. The party responsible for the duplicative or excessive payment or shares shall be responsible and liable for any loss inclined incurred as a result, pursuant to Section 1.5 1.4 herein. The Company agrees to use reasonable its best efforts to obtain reimbursement of any other duplicative or excessive payment or share credits made to its Contractholder/Account that are no longer in the Company's ’s custody or possession and are the result of an error made by the Underwriter, and to remit any such reimbursement to the Funds. The Company agrees to keep the Funds informed of the status of any collection effort Any costs, fees or expenses incurred by the Company in such collection efforts shall be at the Underwriter's expense, effort. If the Company, in its sole discretion, repays the amount of such overpayment on behalf of a Contractholder/Account, the Company shall be fully subrogated to the Underwriter Underwriter’ rights against the Contractholder/Account. SECTION Section 2.12 The Underwriter shall have full authority to take such action as it may deem advisable in respect of all matters pertaining to the continuous offering of Shares through NSCC Services. The Underwriter reserves the right in its discretion and without notice to the Company to suspend sales or withdraw the offering of Shares of any Fund through NSCC Services or to terminate an individual Fund's ’s participation in NSCC Services at any time without notice (redemptions for shares of these Funds would be required to take place outside of NSCC Services). SECTION Section 2.13 To the extent feasible, the Company will cooperate with the Underwriter with respect to any requests pertaining to the state of residence as well as the state of domicile of the Accounts. SECTION Section 2.14 Each party hereto will furnish the other parties (the "REQUESTING PARTIES"“Requesting Parties”) with such information as it may reasonably request, and will otherwise cooperate with the Requesting Parties and its designees (including, without limitation, any auditors designated by the Requesting Parties) in connection with the preparation of reports to the Requesting Parties concerning this NSCC Services AmendmentSupplement, as well as any other reports or filings that may be required by law. Each party hereto will further maintain all records required by law concerning this NSCC Services AmendmentSupplement. Section 2.15 Section 1.10 of the Agreement is hereby deleted in its entirety and replaced with the following: (a) The Fund agrees to provide via DST Vision, the total number of Portfolio Shares held by each Account as of the close of the immediately preceding Business Day. (b) The Fund or its designee(s) will furnish the Company or its designee, on each Business Day, with the following information as each becomes available: (i) fund identifier (CUSIP and Ticker), (ii) fund name, (iii) net asset value information as determined at or about the Close of Trading or at such other time at which a Fund’s net asset value is calculated as specified in such Fund’s prospectus, (iv) change in net asset value, (v) daily income accrual factors, (vi) change in daily accrual factor, (vii) dividend information, and (viii) capital gains information (collectively, “Pricing Information”). The Fund or its designee(s) will use best efforts to provide, via email and/or fax, Pricing Information to the Company or its designee by 6:00 p.m. Eastern Time on each Business Day, even when the NSCC is being utilized for fund orders. The Fund or its designee(s) will also furnish the Company a list of pricing and dividend contacts, and a list of after hour contacts in the event Pricing Information needs to be verified after normal operating hours. (c) In the event the Fund provides a materially incorrect price, through no fault of Company and such error results from causes reasonably within Underwriter’s or its affiliate’s control, Underwriter (or its affiliate) will adjust the omnibus account with the Fund on a net basis to correct the shares in the account. If the Company adjusts the underlying Contractholder accounts, those Contractholder accounts with gains shall be used to offset those Contractholder accounts with losses, including those Contractholders who received underpaid distributions (“Contractholder Adjustments”). The Company will then notify Underwriter of the amount of losses suffered as a result of (1) for an overstated price, Contractholders whose accounts had a loss that could not be offset by the overpayments (gains) made to Contractholders who took distributions; or (2) for an understated price, Contractholders who received underpaid distributions that could not be offset by gains in other Contractholder accounts. Upon receipt of appropriate documentation verifying such losses, Underwriter (or its affiliate) shall reimburse the Account with the appropriate number of additional shares. Provided however, after the Contractholder Adjustments, the Company must make reasonable attempts to recover the overpayments made to those Contractholders who received distributions with a gain. Should the Company fail to collect such overpayments, the Company agrees to subrogate its claim against such Contractholders to Underwriter. Any net gains calculated after Contractholder Adjustments will be returned by Company to the Fund. Underwriter (or its affiliate) will reimburse Company for expenses incurred due to pricing errors provided the following criteria is met: · Only out-of-pocket expenses such as cost of mailing corrected confirmation statements will be reimbursed. · Company must provide a full accounting of expenses; · If the pricing error is reported to the Company before 12:00 p.m. on the business day after the incorrect price is provided, no expenses will be reimbursed; and · A $5,000 cap will be imposed on each occurrence.

Purchase, Redemption and Transfer of Shares. SECTION 2.1 In the event that NSCC Services or the DST system fails or is unavailable for any reason, the Underwriter shall accept, effect and record Contract transactions outside of NSCC Services in a manner consistent with Article I of the Agreement. SECTION 2.2 The Company shall be solely responsible for the accuracy of each order placed by the Company or its agents and authorized by the Account/Contractholder for the purchase, redemption or transfer of Shares through NSCC Services ("NSCC SERVICES INSTRUCTIONSServices Instructions") and the issuance of any NSCC Services Instruction will constitute the Company's representation and warranty to the Underwriter and the Funds that the NSCC Services Instruction is accurate, complete and issued as duly authorized by the Account/Contractholder whose Shares are the subject of the NSCC Services Instructions The Company shall adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions and to limit the access to persons specifically authorized by the Company. SECTION 2.3 NSCC Services Instructions will be transmitted by the Company to NSCC in a timely manner sufficient for NSCC to forward the instructions to the Underwriter by 6:00 a m Baltimore time ("CUTCut-OFFOff") on the next Business Day after the Company receives such instructions from the Account/Contractholders, provided such instructions are received by the Company in good order prior to the closing of the New York Stock Exchange ("CLOSE OF TRADINGClose of Trading") (normally 4:00 p.m. Baltimore time), NSCC Services Instructions received in proper form by the Underwriter after the Cut-Off on any Business Day shall be treated as if received on the next following Business Day The Company warrants that all NSCC Services Instructions the Company transmits to NSCC for processing were received by the Company from Account/Contractholder by Close of Trading. The Company shall transmit payment for purchase NSCC Services Instructions to NSCC the next Business Day after receipt of NSCC Services Instructions to purchase Shares is made in accordance with the provisions of Section 2.3 hereof If Underwriter has not received payment by such date, the purchase NSCC Services Instruction may be canceled and the Company shall be responsible for any losses incurred by the Fund as a result of such cancellation. SECTION 2.4 Daily net asset value per share information will be transmitted by the Funds on a best efforts basis to NSCC in a timely manner sufficient for NSCC to forward such information to the Company by 7 p.m. Baltimore time. SECTION 2.5 The Underwriter and the Funds reserve the right, in their sole discretion, to reject or cancel: (a) any NSCC Services Instruction for the purchase of Shares, including NSCC Services Instructions that have been confirmed through NSCC Services consistent with the terms of the Agreement; (b) any NSCC Services Instruction received: (a) in connection with an Account if such account's registration is pending with NSCC; and (b) in connection with an Account prior to receipt of such account's registration information; and (c) any NSCC Services transaction that is not executed for the Company, or its Accounts, and the Company shall be responsible for any losses incurred by the Underwriter and/or the Funds as a result of such cancellation. Confirmation via NSCC Services that a NSCC Services Instruction has been received does not constitute acceptance by the Underwriter or the Funds. Any rejection or cancellation made by the Underwriter or the Funds will be done pursuant to current NSCC rules and procedures and in accordance with the terms of the Funds' current prospectus Transfers are limited to transfers among identically registered accounts in the Funds. Fund shares purchased may not be redeemed until the next Business Day after the Fund receives payment. SECTION 2.6 In the event the Company seeks to correct or cancel a previously placed NSCC Services Instruction after the Cut-Off (other than to correct discrepancies in accordance with Section 1.5 herein), such cancellation or correction must be approved by the Underwriter and will be processed outside of NSCC Services The Underwriter shall have complete and sole discretion as to whether or not to allow the cancellation or correction to be made The Company agrees to promptly pay each Fund the amount of any loss incurred by the Fund as a result of such cancellation or correction. SECTION 2.7 The Company agrees to monitor its Contractholders' accounts for market timing and excessive trading activity (as defined in the Funds' prospectus) and agrees to work with the Underwriter to deter or block any such activity. SECTION 2.8 In the event there are net purchases on any Business Day for any Fund, the Company will settle the net purchase in accordance with current NSCC rules and procedures on settlement In the event there are net redemptions for the day, the Underwriter will settle the net redemption in accordance with current NSCC rules and procedures on settlement. SECTION 2.9 On any Business Day when the Federal Reserve Wire Transfer System is closed, settlement of purchases and redemptions will be delayed until the next Business Day on which the Federal Reserve Wire Transfer System is open The delayed settlement will not have any impact on the transaction's original share price SECTION 2.10 Except as provided for in Section 2.3, the Company shall not seek a prior net asset value per share of a Fund after the Cut-Off. SECTION 2.11 Notwithstanding anything to the contrary contained in this NSCC Services Amendment or otherwise, the Company shall repay the Funds for any duplicative or excessive payment, or credit any duplicate or excessive shares, it or its Contractholders/Accounts have received within 30 days after written notice thereof, if either (a) such payment or shares is in the Company's custody, possession or control, or is in its Accounts custody, possession or control or is in a Contract; or (b) such payment or share credit was due to an error attributable to the Company The party responsible for the duplicative or excessive payment or shares shall be responsible and liable for any loss inclined as a result, pursuant to Section 1.5 herein. The Company agrees to use reasonable efforts to obtain reimbursement of any other duplicative or excessive payment or share credits made to its Contractholder/Account that are no longer in the Company's custody or possession and are the result of an error made by the Underwriter, and to remit any such reimbursement to the Funds. The Company agrees to keep the Funds informed of the status of any collection effort Any costs, fees or expenses incurred by the Company in such collection efforts shall be at the Underwriter's expense, If the Company, in its sole discretion, repays the amount of such overpayment on behalf of a Contractholder/Account, the Company shall be fully subrogated to the Underwriter rights against the Contractholder/Account SECTION 2.12 The Underwriter shall have full authority to take such action as it may deem advisable in respect of all matters pertaining to the continuous offering of Shares through NSCC Services. The Underwriter reserves the right in its discretion and without notice to the Company to suspend sales or withdraw the offering of Shares of any Fund through NSCC Services or to terminate an individual Fund's participation in NSCC Services at any time without notice (redemptions for shares of these Funds would be required to take place outside of NSCC Services).NSCC SECTION 2.13 To the extent feasible, the Company will cooperate with the Underwriter with respect to any requests pertaining to the state of residence as well as the state of domicile of the Accounts. SECTION 2.14 Each party hereto will furnish the other parties (the "REQUESTING PARTIESRequesting Parties") with such information as it may reasonably request, and will otherwise cooperate with the Requesting Parties and its designees (including, without limitation, any auditors designated by the Requesting Parties) in connection with the preparation of reports to the Requesting Parties concerning this NSCC Services Amendment, as well as any other reports or filings that may be required by law. Each party hereto will further maintain all records required by law concerning this NSCC Services Amendment.

Purchase, Redemption and Transfer of Shares. SECTION Section 2.1 In the event that NSCC Services or the DST system fails or is unavailable for any reason, the Underwriter shall accept, effect and record Contract transactions outside of NSCC Services in a manner consistent with Article I of the Agreement. SECTION Section 2.2 The Company shall be solely responsible for the accuracy of each order placed by the Company or its agents and authorized by the Account/Contractholder for the purchase, redemption or transfer of Shares through NSCC Services ("“NSCC SERVICES INSTRUCTIONS"Services Instructions”) and the issuance of any NSCC Services Instruction will constitute the Company's ’s representation and warranty to the Underwriter and the Funds that the NSCC Services Instruction is accurate, complete and issued as duly authorized by the Account/Contractholder whose Shares are the subject of the NSCC Services Instructions Instructions. The Company shall adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions and to limit the access to persons specifically authorized by the Company. SECTION Section 2.3 NSCC Services Instructions will be transmitted by the Company to NSCC in a timely manner sufficient for NSCC to forward the instructions to the Underwriter by 6:00 a m a.m. Baltimore time ("CUT“Cut-OFF"Off”) on the next Business Day after the Company receives such instructions from the Account/Contractholders, provided such instructions are received by the Company in good order prior to the closing of the New York Stock Exchange ("CLOSE OF TRADING"“Close of Trading”) (normally 4:00 p.m. Baltimore time), . NSCC Services Instructions received in proper form by the Underwriter after the Cut-Off on any Business Day shall be treated as if received on the next following Business Day Day. The Company warrants that all NSCC Services Instructions the Company transmits to NSCC for processing were received by the Company from Account/Contractholder by Close of Trading. The Company shall transmit payment for purchase NSCC Services Instructions to NSCC the next Business Day after receipt of NSCC Services Instructions to purchase Shares is made in accordance with the provisions of Section 2.3 hereof hereof. If Underwriter has not received payment by such date, the purchase NSCC Services Instruction may be canceled and the Company shall be responsible for any losses incurred by the Fund as a result of such cancellation. SECTION Section 2.4 Daily net asset value per share information will be transmitted by the Funds on a best efforts basis to NSCC in a timely manner sufficient for NSCC to forward such information to the Company by 7 p.m. Baltimore time. SECTION Section 2.5 The Underwriter and the Funds reserve the right, in their sole discretion, to reject or cancel: (a) any NSCC Services Instruction for the purchase of Shares, including NSCC Services Instructions that have been confirmed through NSCC Services consistent with the terms of the Agreement;Services; and (b) any NSCC Services Instruction received: (a) in connection with an Account if such account's ’s registration is pending with NSCC; and (b) in connection with an Account prior to receipt of such account's ’s registration information; and (c) any NSCC Services transaction that is not executed for the Company, or its Accounts, and the Company shall be responsible for any losses incurred by the Underwriter and/or the Funds as a result of such cancellation. Confirmation via NSCC Services that a NSCC Services Instruction has been received does not constitute acceptance by the Underwriter or the Funds. Any rejection or cancellation made by the Underwriter or the Funds will be done pursuant to current NSCC rules and procedures and in accordance with the terms of the Funds' ’ current prospectus prospectus. Transfers are limited to transfers among identically registered accounts in the Funds. Fund shares purchased may not be redeemed until the next Business Day after the Fund receives payment. SECTION Section 2.6 In the event the Company seeks to correct or cancel a previously placed NSCC Services Instruction after the Cut-Off (other than to correct discrepancies in accordance with Section 1.5 herein), such cancellation or correction must be approved by the Underwriter and will be processed outside of NSCC Services Services. The Underwriter shall have complete and sole discretion as to whether or not to allow the cancellation or correction to be made made. The Company agrees to promptly pay each Fund the amount of any loss incurred by the Fund as a result of such cancellation or correction. SECTION Section 2.7 The Company agrees to monitor its Contractholders' ’ accounts for market timing and excessive trading activity (as defined in the Funds' ’ prospectus) and agrees to work with the Underwriter to deter or block any such activity. SECTION Section 2.8 In the event there are net purchases on any Business Day for any Fund, the Company will settle the net purchase in accordance with current NSCC rules and procedures on settlement settlement. In the event there are net redemptions for the day, the Underwriter will settle the net redemption in accordance with current NSCC rules and procedures on settlement. SECTION Section 2.9 On any Business Day when the Federal Reserve Wire Transfer System is closed, settlement of purchases and redemptions will be delayed until the next Business Day on which the Federal Reserve Wire Transfer System is open open. The delayed settlement will not have any impact on the transaction's ’s original share price. SECTION Section 2.10 Except as provided for in Section 2.3, the Company shall not seek a prior net asset value per share of a Fund after the Cut-Off. SECTION Section 2.11 Notwithstanding anything to the contrary contained in this NSCC Services Amendment or otherwise, the Company shall repay the Funds for any duplicative or excessive payment, or credit any duplicate or excessive shares, it or its Contractholders/Accounts have received within 30 days after written notice thereof, if either (a) such payment or shares is in the Company's ’s custody, possession or control, or is in its Accounts Contractholder’s or Accounts’ custody, possession or control or is in a Contractcontrol; or (b) such payment or share credit was due to an error attributable to the Company Company. The party responsible for the duplicative or excessive payment or shares shall be responsible and liable for any loss inclined incurred as a result, pursuant to Section 1.5 1.4 herein. The Company agrees to use reasonable its best efforts to obtain reimbursement of any other duplicative or excessive payment or share credits made to its Contractholder/Account Accdunt that are no longer in the Company's ’s custody or possession and are the result of an error made by the Underwriter, and to remit any such reimbursement to the Funds. The Company agrees to keep the Funds informed of the status of any collection effort Any costs, fees or expenses incurred by the Company in such collection efforts shall be at the Underwriter's expense, effort. If the Company, in its sole discretion, repays the amount of such overpayment on behalf of a Contractholder/Account, the Company shall be fully subrogated to the Underwriter Underwriter’ rights against the Contractholder/Account. SECTION Section 2.12 The Underwriter shall have full authority to take such action as it may deem advisable in respect of all matters pertaining to the continuous offering of Shares through NSCC Services. The Underwriter reserves the right in its discretion and without notice to the Company to suspend sales or withdraw the offering of Shares of any Fund through NSCC Services or to terminate an individual Fund's ’s participation in NSCC Services at any time without notice (redemptions for shares of these Funds would be required to take place outside of NSCC Services). SECTION Section 2.13 To the extent feasible, the Company will cooperate with the Underwriter with respect to any requests pertaining to the state of residence as well as the state of domicile of the Accounts. SECTION Section 2.14 Each party hereto will furnish the other parties (the "REQUESTING PARTIES"“Requesting Parties”) with such information as it may reasonably request, and will otherwise cooperate with the Requesting Parties and its designees (including, without limitation, any auditors designated by the Requesting Parties) in connection with the preparation of reports to the Requesting Parties concerning this NSCC Services Amendment, as well as any other reports or filings that may be required by law. Each party hereto will further maintain all records required by law concerning this NSCC Services Amendment.