Common use of Shareholder Drafts Clause in Contracts

Shareholder Drafts. Subject to the terms and conditions of this Agreement, Shareholders may issue Shareholder Drafts payable through the Bank, which shall be payable from the Omnibus Account and the related Account of the Fund. (a) Each Fund shall supply its Shareholders with Shareholder Drafts, but only in a form and substance agreed to by the Bank. The Bank agrees to give each Fund ninety (90) days prior notice of any changes to the form or substance of Shareholder Drafts required by the Bank, provided that if such change is required by applicable rules or procedures of the Federal Reserve or any clearinghouse through which such drafts may be presented, the Bank may give less than ninety (90) days prior notice of such change. (b) Each Fund will promptly furnish to the Bank, in a format and manner designated by the Bank from time to time the name, mailing address, telephone number, and specimen signature of each Shareholder of such Fund authorized to issue Shareholder Drafts (whether on their own behalf or on behalf of third parties). Each Fund will promptly advise the Bank, in a manner and format designated by the Bank from time to time, of individuals no longer authorized to issue Shareholder Drafts, and those individuals newly authorized. (c) By approximately 3:00 p.m. on each Business Day, the Bank will make available to each Fund via an Electronic Service a Processed Draft as of 3:00 p.m. on such day. The Funds understand and acknowledge that the availability of a Shareholder Draft via an Electronic Service may be delayed or incomplete if the Bank does not receive in a timely manner all information it needs to process such Shareholder Draft. In the event that an Electronic Service shall be unavailable at any time during the term of this Agreement, images of Processed Drafts shall be made available to a Fund in a form and manner as shall be agreed upon by the Fund and the Bank. (d) The Bank will, on a Fund's behalf, review the maker's signature on Shareholder Drafts presented for payment in accordance with the Bank's standard signature verification procedures for mutual fund shareholder drafts, as in effect as of the time of such review. Each Fund hereby agrees that the Bank's review of the signatures on such Shareholder Drafts in accordance with such procedures shall constitute ordinary care by the Bank in its performance pursuant to this Agreement. In the event that the Bank detects an Exception Draft, the Bank will, by the close of business on the Business Day that the Shareholder Draft is presented for payment and identified as a Shareholder item, make an image of such Exception Draft available for review by the related Fund via an Electronic Service (if the Fund subscribes to such service). (e) Each Fund shall promptly review each Processed Draft and each Exception Draft relating to such Fund and shall notify the Bank no later than 11:00 A.M. on the next Business Day, in a manner and format specified by the Bank from time to time, of (i) Return Drafts, and the reason for the return, and (ii) any Exception Drafts of the previous Business Day which a Fund desires the Bank to honor. Notwithstanding the previous sentence, a Fund may provide the notice with respect to Return Drafts by 2 p.m. on such next Business Day for up to six Shareholder Drafts per day. Failure to notify the Bank that any Shareholder Draft other than a Shareholder Draft identified by the Bank as an Exception Draft constitutes a Return Draft by the times set forth in this Section shall be construed as the Fund's authorization to make final settlement for the Shareholder Draft on its behalf. Failure to notify the Bank that the Fund desires the Bank to honor any Exception Draft by the time set forth in this Section shall be construed as the Fund's authorization and direction to the Bank not to honor such Exception Draft. Notwithstanding anything in this Agreement to the contrary, the Bank is authorized but not required to return any Shareholder Draft with a missing or apparently unauthorized signature to the presenting institution in accordance with prevailing industry practices. (f) By the close of business on each Business Day, the Bank shall debit the Omnibus Account and the related Account appropriate for the total dollar amount of all Shareholder Drafts of a Fund presented for payment and processed by the Bank on that day and will re-credit the appropriate Account in the amount of any Shareholder Draft previously charged against such Account which is not settled for on the Fund's behalf as herein provided. (g) If a Fund subscribes to the Paid Draft Inquiry portion of the Electronic Service the Bank will, on each Business Day, provide interim notifications, and a final notification by approximately 2 p.m., of the approximate aggregate dollar amount of Shareholder Drafts received by the Bank and identified as Shareholder items as of the time of notification. (h) On any given Business Day, if the available balance in a Fund's Account at the close of business is less than the total dollar amount of the Shareholder Draft(s) presented for payment against such Account, the Bank shall use available balances in other Accounts or the Fund's other concentration accounts with the Bank, including the Omnibus Account, to cover such Shareholder Draft(s). The Bank shall not be obligated to pay any Shareholder Draft if the available balances in the Account or the Omnibus Account are not sufficient to cover such Shareholder Draft and the Bank shall have no duty or obligation to pay drafts in a manner that minimizes the number of Shareholder Drafts which are not paid. If the Bank chooses to pay any such Shareholder Draft(s) the provisions of Article IV shall apply. (i) In the event that a Shareholder Draft is presented for payment to the Bank over-the-counter, or is not presented to the Bank in a timely manner, it may be received too late to be identified and processed as a Shareholder item or, if appropriate, identified as an Exception Draft, on that Business Day. The Bank will include images of any such Shareholder Drafts among the images of Drafts to be made available to the Fund, and, if appropriate, identified as an Exception Draft, on the next Business Day. (ii) In the event that a Shareholder Draft is misread or rejected by the Bank's checks processing equipment, it may not be identified as a Shareholder item in time for its image to be included among the images of those Shareholder Drafts to be made available to the Fund, and, if appropriate, identified as an Exception Draft, on that Business Day. In such instances, however, the Bank agrees that, if it identifies any such Shareholder Draft, it will make images of such Shareholder Drafts available to the Fund by 10 a.m. on the following Business Day. An Authorized Person of the Fund shall advise the Bank in writing by facsimile as to the disposition of such Shareholder Draft(s) (along with any reason for non-payment, if applicable) as soon as possible but in no event later than 11:00 a.m. on that Business Day. (iii) It is understood and agreed that in either case described in Section 3(e) or (f) of this Article, or in any other case, the Bank shall not be responsible if any such Shareholder Draft, although designated as a Return Draft, cannot be returned to the presenter because of the deadlines imposed by federal or state law. In the event that any such Shareholder Draft is finally settled for by the Bank on the Fund's behalf, the Bank agrees to provide the Fund with such assistance as may be reasonably required in order to recover the amount paid on the Shareholder Draft.