Common use of Transactions in Shares Clause in Contracts

Transactions in Shares. A. The Funds will execute all accepted orders for the purchase of any Shares at the next determined public offering price per share (i.e., the net asset value per share plus the applicable initial sales load, if any) and the Funds will execute all accepted orders for the redemption of any Shares at the next determined net asset value per share, in each case as described in the Prospectus. The Funds reserve the right to reject any purchase request in their sole discretion. B. Recordkeeper certifies that it will at all times follow all applicable rules, regulations and requirements in connection with the handling of orders for transactions in the Funds, including, without limitation: (i) Rule 22c-1(a) and other applicable rules under the Investment Company Act of 1940, as amended (“Investment Company Act”); (ii) the provisions of this Agreement; and (iii) the Prospectus and SAI. C. Recordkeeper further certifies that it: (i) has adopted and implemented and will monitor, on a continuous basis, its compliance with procedures reasonably designed to prevent violations of all applicable law, regulation and Prospectus requirements with respect to late trading, market timing and abusive trading practices; (ii) has determined that each of Recordkeeper’s Agents (as defined below) that accept orders for Shares on the Fund’s behalf has adopted and implemented and will monitor, on a continuous basis, its compliance with its own internal procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to late trading, market timing and abusive trading practices; (iii) upon request, will provide information and further certification to the Funds or their designee to verify compliance with this Section 2 and Section D in Exhibit B; and (iv) will cooperate in monitoring and enforcing the Trust’s market timing, late trading, and any redemption fee policies as set forth in the Prospectus and SAI and such other policies established by the Trust from time to time. D. The Recordkeeper agrees that neither the Funds nor any of their affiliates or agents will have any responsibility or liability to review any purchase or redemption request which is presented by Recordkeeper (i) to determine whether such request is genuine or authorized by a Plan or (ii) to determine the suitability of a particular Fund or Class for such Plan or its Participants. The Funds and their affiliates and agents will be entitled to rely conclusively on any purchase or redemption request communicated to the Funds by Recordkeeper, and will have no liability whatsoever for any losses, claims or damages to or against Recordkeeper or any Plan or Participant resulting from the failure of Recordkeeper to transmit any such request, or from any errors contained in any request. E. Recordkeeper confirms that it will be considered the Funds’ agent for the sole purpose of receiving purchase and redemption orders from Plans and transmitting them to the Transfer Agent. Recordkeeper may authorize such intermediaries as it deems appropriate (“Recordkeeper’s Agents”) to receive orders on the Funds’ behalf. Recordkeeper shall be liable to the Funds for each Recordkeeper’s Agent’s compliance with applicable regulations, requirements and this Section 2. to the same extent as if Recordkeeper itself had acted or failed to act instead of the Recordkeeper’s Agent. F. The parties agree that in each transaction in Shares and with regard to any services rendered pursuant to this Agreement (i) Recordkeeper is acting as agent for the Plans; (ii) the Plans are for all purposes the customers of Recordkeeper; (iii) each transaction is initiated solely upon the order of the Plans; (iv) as between Recordkeeper and a Plan, the Plan will have full beneficial ownership of all Shares; (v) each transaction shall be for the account of a Plan and not for Recordkeeper’s account; and (vi) except for the limited purpose of receiving orders for Share transactions from the Plans as described in Section 2E of this Agreement, Recordkeeper shall have no authority to act as agent for the Funds.

Transactions in Shares. A. The Funds will execute all accepted orders for the purchase of any Shares at the next determined public offering price per share (i.e., the net asset value per share plus the applicable initial sales load, if any) and the Funds will execute all accepted orders for the redemption of any Shares at the next determined net asset value per share, in each case as described in the Prospectus. The Funds reserve the right to reject any purchase request in their sole discretion. B. Recordkeeper certifies that it will at all times follow all applicable relevant rules, regulations and requirements in connection with the handling of orders for transactions in the Funds, including, without limitation: (i) Rule 22c-1(a) and other applicable rules under the Investment Company Act of 1940, as amended (“Investment Company Act”); (ii) the provisions of this Agreement; and (iii) the Prospectus and SAIProspectus. C. Recordkeeper further certifies that it: (i) has adopted and implemented and will monitor, on a continuous basis, its compliance with procedures reasonably designed to prevent violations of all applicable relevant law, regulation and Prospectus requirements with respect to late trading, market timing and abusive trading practices; (ii) has determined that each of Recordkeeper’s Agents (as defined below) that accept orders for Shares on the Fund’s behalf has adopted and implemented and will monitor, on a continuous basis, its compliance with its own internal procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to late trading, market timing and abusive trading practices; (iii) upon request, will provide information and further certification to the Funds or their designee to verify compliance with this Section 2 and Section D in Exhibit B; and (iv) will cooperate in monitoring and enforcing the Trust’s market timing, late trading, and any redemption fee policies as set forth in the Prospectus and SAI and such other policies established by the Trust from time to time. D. The Recordkeeper agrees that neither the Funds nor any of their affiliates or agents will have any responsibility or liability to review any purchase or redemption request which is presented by Recordkeeper (i) to determine whether such request is genuine or authorized by a Plan or (ii) to determine the suitability of a particular Fund or Class for such Plan or its Participants. The Funds and their affiliates and agents will be entitled to rely conclusively on any purchase or redemption request communicated to the Funds by Recordkeeper, and will have no liability whatsoever for any losses, claims or damages to or against Recordkeeper or any Plan or Participant resulting from the failure of Recordkeeper to transmit any such request, or from any errors contained in any request. E. Recordkeeper confirms that it will be considered the Funds’ agent for the sole purpose of receiving purchase and redemption orders from Plans and transmitting them to the Transfer Agent. . F. The Trust hereby acknowledges and agrees that, at the expense of Recordkeeper, the Recordkeeper may authorize such intermediaries appoint a third party as it deems appropriate its agent, including affiliates of Recordkeeper (“Recordkeeper’s Agents”) to receive orders on the Funds’ behalf. Recordkeeper shall be liable to the Funds for each Recordkeeper’s Agent’s compliance with applicable regulations, requirements and this Section 2. to the same extent as if Recordkeeper itself had acted or failed to act instead of the Recordkeeper’s Agent”) 2 to provide the services hereunder, including, to the extent required hereunder, plan-level and participant-level recordkeeping, data processing, data entry, maintenance of records, client contact and client servicing, publication and assembly of reports, accounting, distribution administration, bookkeeping and tax reporting services, safekeeping, custody, brokerage and clearing agency services with respect to the Plans. The Recordkeeper shall be as fully responsible to the Trust for the acts and omissions of each Recordkeeper’s Agent as Recordkeeper is for its own acts and omissions. F. G. The parties agree that in each transaction in Shares and with regard to any services rendered pursuant to this Agreement (i) Recordkeeper is acting as agent for the Plans; (ii) the Plans are for all purposes the customers of Recordkeeper; (iii) each transaction is initiated solely upon the order of the Plans; (iv) as between Recordkeeper and a Plan, the Plan will have full beneficial ownership of all Shares; (v) each transaction shall be for the account of a Plan and not for Recordkeeper’s account; and (vi) except for the limited purpose of receiving orders for Share transactions from the Plans as described in Section 2E of this Agreement, Recordkeeper shall have no authority to act as agent for the Funds.

Transactions in Shares. A. The Funds will execute all accepted orders for the purchase of any Shares at the next determined public offering price per share (i.e., the net asset value per share plus the applicable initial sales load, if any) and the Funds will execute all accepted orders for the redemption of any Shares at the next determined net asset value per share, in each case as described in the Prospectus. The Funds reserve the right to reject any purchase request in their sole discretion. B. Recordkeeper certifies that it will at all times follow all applicable relevant rules, regulations and requirements in connection with the handling of orders for transactions in the Funds, including, without limitation: (i) Rule 22c-1(a) and other applicable rules under the Investment Company Act of 1940, as amended (“Investment Company Act”); (ii) the provisions of this Agreement; and (iii) the Prospectus and SAIProspectus. C. Recordkeeper further certifies that it: (i) has adopted and implemented and will monitor, on a continuous basis, its compliance with procedures reasonably designed to prevent violations of all applicable relevant law, regulation and Prospectus requirements with respect to late trading, market timing and abusive trading practices; (ii) has determined that each of Recordkeeper’s Agents (as defined below) that accept orders for Shares on the Fund’s behalf has adopted and implemented and will monitor, on a continuous basis, its compliance with its own internal procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to late trading, market timing and abusive trading practices; (iii) upon request, will provide information and further certification to the Funds or their designee to verify compliance with this Section 2 and Section D in Exhibit B; and (iv) will cooperate in monitoring and enforcing the Trust’s market timing, late trading, and any redemption fee policies as set forth in the Prospectus and SAI and such other policies established by the Trust from time to time. D. The Recordkeeper agrees that neither the Funds nor any of their affiliates or agents will have any responsibility or liability to review any purchase or redemption request which is presented by Recordkeeper (i) to determine whether such request is genuine or authorized by a Plan or (ii) to determine the suitability of a particular Fund or Class for such Plan or its Participants. The Funds and their affiliates and agents will be entitled to rely conclusively on any purchase or redemption request communicated to the Funds by Recordkeeper, and will have no liability whatsoever for any losses, claims or damages to or against Recordkeeper or any Plan or Participant resulting from the failure of Recordkeeper to transmit any such request, or from any errors contained in any request. E. Recordkeeper confirms that it will be considered the Funds’ agent for the sole purpose of receiving purchase and redemption orders from Plans and transmitting them to the Transfer Agent. . F. The Trust hereby acknowledges and agrees that, at the expense of Recordkeeper, the Recordkeeper may authorize such intermediaries appoint a third party as it deems appropriate its agent, including affiliates of Recordkeeper (“Recordkeeper’s Agents”) to receive orders on the Funds’ behalf. Recordkeeper shall be liable to the Funds for each Recordkeeper’s Agent’s compliance with applicable regulations, requirements and this Section 2. to the same extent as if Recordkeeper itself had acted or failed to act instead of the Recordkeeper’s Agent.”) F. G. The parties agree that in each transaction in Shares and with regard to any services rendered pursuant to this Agreement (i) Recordkeeper is acting as agent for the Plans; (ii) the Plans are for all purposes the customers of Recordkeeper; (iii) each transaction is initiated solely upon the order of the Plans; (iv) as between Recordkeeper and a Plan, the Plan will have full beneficial ownership of all Shares; (v) each transaction shall be for the account of a Plan and not for Recordkeeper’s account; and (vi) except for the limited purpose of receiving orders for Share transactions from the Plans as described in Section 2E of this Agreement, Recordkeeper shall have no authority to act as agent for the Funds.