Common use of Where an As Of Transaction causes Clause in Contracts

Where an As Of Transaction causes. a Loss to a Fund equal to or greater than $25,000 (“Significant As Of Transaction”) but less than $100,000, if Price Services does not reimburse the Fund for the Loss, Price Services will review with Counsel to the Fund the circumstances surrounding the Significant As Of Transaction to determine whether the Significant As Of Transaction was caused by or occurred as a result of a negligent act or omission by Price Services. If it is determined that the Loss is the result of a negligent action or omission by Price Services, Price Services and outside counsel for the Fund will negotiate settlement. Significant As Of Transactions causing a Loss to the Fund that are not reimbursed by Price Services will be reported to the Audit Committee at least annually. Any Significant As Of Transaction, however, causing a Loss in excess of the lesser of $100,000 or a pxxxx per share that is not reimbursed by Price Services will be reported to the Board as soon as reasonably practicable. Settlement for Significant As Of Transactions causing a Loss of $100,000 or more will not be entered into until approved by the Board. For Related As Of Transactions involving Funds with more than one class, the amount of Gain or Loss resulting from an As Of Transaction shall be determined for each class; provided, however, that for purposes of determining Services’ liability for reimbursement of a Loss to any class, Gains in one class may be used to offset Losses in another class of the same Fund. Any net Gains remaining after offsetting a loss in one or more classes, as well as aggregate Gains from a Significant As Of Transaction causing a Gain of a pxxxx or more per share in a class, will be allocated ratably to all of the classes in the affected Fund. The factors to consider in making any determination regarding the settlement of a Significant As Of Transaction would include but not be limited to: · Procedures and controls adopted by Price Services to prevent As Of Processing; · Whether such procedures and controls were being followed at the time of the Significant As Of Transaction; · The volume of all transactions processed by Price Services on the day of the Significant As Of Transaction; · The number of As Of Transactions processed by Price Services during prior relevant periods, and the net Gain/Loss as a result of all such As Of Transactions to the Fund and to all other Funds; and · The prior response of Price Services to recommendations made by the Funds regarding improvement to Price Services’ As Of Processing procedures.

Where an As Of Transaction causes. a Loss to a Fund equal to or greater than $25,000 (“Significant As Of Transaction”) but less than $100,000, if Price Services does not reimburse the Fund for the Loss, Price Services will review with Counsel to the Fund the circumstances surrounding the Significant As Of Transaction to determine whether the Significant As Of Transaction was caused by or occurred as a result of a negligent act or omission by Price Services. If it is determined that the Loss is the result of a negligent action or omission by Price Services, Price Services and outside counsel for the Fund will negotiate settlement. Significant As Of Transactions causing a Loss to the Fund that are not reimbursed by Price Services will be reported to the Audit Committee at least annually. Any Significant As Of Transaction, however, causing a Loss in excess of the lesser of $100,000 or a pxxxx per pexxx xer share that is not reimbursed by Price Services will be reported to the Board as soon as reasonably practicable. Settlement for Significant As Of Transactions causing a Loss of $100,000 or more will not be entered into until approved by the Board. For Related As Of Transactions involving Funds with more than one class, the amount of Gain or Loss resulting from an As Of Transaction shall be determined for each class; provided, however, that for purposes of determining Services’ liability for reimbursement of a Loss to any class, Gains in one class may be used to offset Losses in another class of the same Fund. Any net Gains remaining after offsetting a loss in one or more classes, as well as aggregate Gains from a Significant As Of Transaction causing a Gain of a pxxxx or pexxx xr more per share in a class, will be allocated ratably to all of the classes in the affected Fund. The factors to consider in making any determination regarding the settlement of a Significant As Of Transaction would include but not be limited to: · Procedures and controls adopted by Price Services to prevent As Of Processing; · Whether such procedures and controls were being followed at the time of the Significant As Of Transaction; · The volume of all transactions processed by Price Services on the day of the Significant As Of Transaction; · The number of As Of Transactions processed by Price Services during prior relevant periods, and the net Gain/Loss as a result of all such As Of Transactions to the Fund and to all other Funds; and · The prior response of Price Services to recommendations made by the Funds regarding improvement to Price Services’ As Of Processing procedures.