EX-99(h)(2)(b)
SERVICING AGREEMENT
GARTMORE MUTUAL FUNDS
Agreement, made as of this __________ day of ______________ , 200__
between Gartmore Mutual Funds or its surviving entity ("collectively, the
Trust") and _____________________, whereby you agree to provide certain
administrative support services to your customers who may from time to time be
the record or beneficial owners of shares (such shares referred to herein as the
"Shares") of the funds listed in Appendix A (each a "Fund") subject to the
following terms and conditions:
1. Administrative Support Services
You agree to provide administrative support services, directly or through an
affiliate/designee, to your customers who may from time to time own of record or
beneficially a Fund's Shares. Services provided may include, but are not limited
to, some or all of the following: (i) processing dividend and distribution
payments from the Fund on behalf of customers; (ii) providing periodic
statements to your customers showing their positions in the Shares or share
equivalents; (iii) arranging for bank wires; (iv) responding to routine customer
inquiries relating to services performed by you; (v) providing sub-accounting
with respect to the Shares beneficially owned by your customers or the
information necessary for sub-accounting; (vi) if required by law, forwarding
shareholder communications from the Fund (such as proxies, shareholder reports,
annual and semi-annual financial statements and dividend, distribution and tax
notices) to your customers; (vii) forwarding to customers proxy statements and
proxies containing any proposals regarding this Agreement or the Administrative
Services Plan related hereto; (viii) aggregating and processing purchase,
exchange, and redemption requests from customers and placing net purchase,
exchange, and redemption orders for your customers; (ix) providing customers
with a service that invests the assets of their accounts in the Shares pursuant
to specific or preauthorized instructions; (x) establishing and maintaining
customer accounts and records related to transactions in the Shares (xi)
assisting customers in changing dividend or distribution options, account
designations and addresses; or (xii) other similar services if requested by the
Funds.
In providing administrative support services, you agree to follow any written
guidelines or standards relating to the processing of purchase, exchange and
redemption orders for your customers as we may provide to you including the
provisions outlined in Appendix B. All purchase and redemption orders will be
executed at net asset value in accordance with the terms and conditions of a
Fund's then current prospectus and Statement of Additional Information.
You and your employees will, upon reasonable request, be available during normal
business hours to consult with the Funds or their designees concerning the
performance of your responsibilities under this Agreement.
January 2007 1 I # 227206 v.1
2. Office Space
You will provide such office space and equipment, telephone facilities and
personnel (which may be any part of the space, equipment and facilities
currently used in your business, or any personnel employed by you) as may be
reasonably necessary or beneficial in order to provide the aforementioned
services to customers.
3. Representations
Neither you nor any of your officers, employees or agents are authorized to make
any representations concerning the Funds or their Shares except those contained
in the then-current prospectuses or then-current Statements of Additional
Information for such shares, copies of which will be supplied by the Fund's
distributor, to you, or in such supplemental literature or advertising as may be
authorized by the Funds in writing.
4. Independent Contractor
For all purposes of this Agreement you will be deemed to be an independent
contractor, and will have no authority to act as limited agent for the Fund in
any matter or in any respect except that if you transmit purchase and sale
instructions to the Funds or its agent after the close of the New York Stock
Exchange, then you will be considered the Fund's agent for purposes of Rule
22c-1 under the Investment Company Act of 1940.
5. Indemnification
By your written acceptance of this Agreement, you agree to and do release,
indemnify and hold the Funds harmless from and against any and all direct or
indirect liabilities or losses resulting from requests, directions, actions or
inactions of or by you or your officers, employees or agents regarding your
responsibilities hereunder or the purchase, redemption, transfer or registration
of the Shares by or on behalf of customers.
In turn, the Funds agree to and do release, indemnify and hold you harmless from
and against any and all direct or indirect liabilities or losses resulting from
directions, actions or inactions of or by the Funds or the Funds' officers,
employees or agents regarding the responsibilities pursuant to this Agreement.
6. Compensation
In consideration for the services and facilities provided by you hereunder, the
Funds will pay to you, and you will accept as full payment therefore, a fee at
the annual rate designated in Appendix A of the average daily net assets of a
Fund's Shares owned of record or beneficially by your customers from time to
time for which you provide services hereunder, which fee will be computed daily
and payable monthly. The fee rate stated above may be prospectively increased or
decreased by the Fund and the investment adviser, in their sole discretion, at
any time upon notice to you. Further, the Fund may, in its discretion and
without notice, suspend or withdraw the sale of such Shares, including the sale
of such Shares to you for the account of any customer(s).
January 2007 2 I # 227206 v.1
7. Quarterly Reports
Any person authorized to direct the disposition of monies paid or payable by the
Funds pursuant to this Agreement will provide to the Board of Trustees of the
Trust and the Trustees will review, at least quarterly, a written report of the
amounts so expended and the entities to whom such expenditures were made. In
addition, you will furnish the Funds or their designees with such information as
the Funds or their designees may reasonably request (including, without
limitation, periodic certifications confirming the provision to customers of
some or all of the services described herein), and will otherwise cooperate with
the Funds and their designees (including, without limitation, any auditors
designated by the Funds), in connection with the preparation of reports to the
Trust's Board of Trustees concerning this Agreement and the monies paid or
payable by the Funds pursuant hereto, as well as any other reports or filings
that may be required by law.
8. Non-Exclusivity
Both parties may enter into other similar Servicing Agreements with any other
person or persons without the
other's consent.
9. Representations
By your written acceptance of this Agreement, you represent, warrant and agree
that: (i) in no event will any of the services provided by you hereunder be
primarily intended to result in the sale of any shares issued by the Fund; (ii)
the compensation payable to you hereunder, together with any other compensation
you receive from customers for services contemplated by this Agreement, will to
the extent required be disclosed to your customers, and will not be excessive or
unreasonable under the laws and instruments governing your relationships with
your customers; and (iii) if you are subject to laws governing, among other
things, the conduct of activities by federally chartered and supervised banks
and other affiliated banking organizations, you will perform only those
activities which are consistent with your statutory and regulatory obligations.
10. Termination
This Agreement will become effective on the date a fully executed copy of this
Agreement is received by the Funds or their designee. This Agreement may be
terminated at any time, without the payment of any penalty with respect to the
Funds by the vote of a majority of the members of the Board of Trustees and who
have no direct or indirect financial interest in the operation of the
Administrative Servicing Plan or in any related agreements to the Administrative
Servicing Plan ("Disinterested Trustees") or by a majority of the outstanding
voting securities of the Fund, on at least sixty (60) days written notice to the
parties to this Agreement, or upon material breach of this Agreement or by
either party on at least ninety (90) days written notice to the other party.
In the event this Agreement is terminated under the Terms and Conditions
described in such Agreement, the indemnification provision contained in the
Agreement shall continue until the possibilities for damages or loss have
expired.
January 2007 3 I # 227206 v.1
11. Notices
All notices and other communications to either you or the Funds will be duly
given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the address contained in the "Acceptance of
Agreement" (Section 19) portion of this Agreement.
January 2007 4 I # 227206 v.1
12. Choice of Law
This Agreement will be construed in accordance with the laws of the State of
Delaware and is assignable upon written consent by all the parties hereto.
Amendments will be made only upon written consent by both parties and subject to
the approval of the Board of Trustees of the Trust when applicable.
13. Board Approval
This Agreement, or form thereof, has been approved by vote of a majority of (i)
the Board of Trustees and (ii) the Disinterested Trustees, cast in person at a
meeting called for the purpose of voting on such approval.
14. Trust Disclosure
The Trust is a statutory trust organized under the laws of Delaware and under a
Declaration of Trust, to which reference is hereby made and a copy of which is
on file at the office of the Secretary of State of Delaware as required by law,
and to any and all amendments thereto so filed or hereafter filed. The
obligations of a Fund or the Trust entered into in the name or on behalf thereof
by any of the Trustees, officers, employees or agents are made not individually,
but in such capacities, and are not binding upon any of the Trustees, officers,
employees, agents or shareholders as they relate to the Fund personally, but
bind only the assets of the Trust, and all persons dealing with a Fund must look
solely to the assets of that Fund for the enforcement of any claims against the
Trust.
15. Complete Agreement
This Agreement supersedes and cancels any prior Service Agreement with respect
to the sale of shares of a Fund listed in Exhibit A, and may be amended at any
time and from time to time by written agreement of the parties hereto subject to
the approval of the Board of Trustees of the Trust, when applicable.
Notwithstanding the foregoing, the Trust may amend or modify the Exhibits
incorporated herein, as provided throughout this Agreement, by providing new
exhibits to you. However, such amendment shall only become effective and part of
this Agreement and be considered binding upon the first transaction by you under
the new exhibits.
16. Privacy Program
Each party of this Agreement agrees to protect Customer Information (defined
below) and to comply as may be necessary with requirements of the
Xxxxx-Xxxxx-Xxxxxx Act, the relevant state and federal regulations pursuant
thereto, including Regulation S-P, and state privacy laws (all the foregoing
referred to as "Privacy Law").
Customer Information means any information contained on an application of a
customer ("Customer") of the Funds or other form and all nonpublic personal
information about a Customer that a party receives from the other party.
January 2007 5 I # 227206 v.1
Customer Information includes, by way of example and not limitation, name,
address, telephone number, social security number, date of birth and personal
financial information.
The parties shall establish and maintain safeguards against the unauthorized
access, destruction, loss or alteration of Customer Information in their
control, which are no less rigorous than those maintained by a party for its own
information of a similar nature. In the event of any improper disclosure of any
Customer Information, the party responsible for the disclosure will immediately
notify the other party.
The provisions of this Privacy Program shall survive the termination of the
Agreement.
17. Anti-Money Laundering Program
The Funds will rely upon you to establish a written Anti-Money Laundering
Program (the "Program") to include policies, procedures, and controls that
comply with the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act (USA Patriot Act) of 0000,
("xxx XXX") and the Bank Secrecy Act of 1970 ("BSA"). Each party to this
Agreement acknowledges, represents, and warrants that each party has adopted and
implemented an Anti-Money Laundering Program that complies and will continue to
comply with all aspects and requirements of the ACT, the BSA, and all other
applicable anti-money laundering laws and regulations.
Upon request, you shall promptly certify to having such Program that complies
with and continues to comply with all aspects and requirements of the ACT, the
BSA, and all other applicable federal, state and local anti-money laundering
laws and regulations.
Your Program shall include, and the Funds shall rely upon, your policies,
procedures and controls to, among other things, (i) verify the identity (due
diligence) of your customers, (ii) maintain records of the information used to
identify your customers, (iii) determine if your customer appears on lists of
known or suspected terrorists or associated with known or suspected terrorist
organizations (said customer hereinafter referred to as a "Prohibited
Customer"), and (iv) to ensure that Prohibited Customers and foreign shell banks
do not maintain investments in any Fund.
Your Program shall also comply with the Customer Identification Program ("CIP")
for customers who open accounts on or after October 1, 2003, and as such, shall
among other matters provide for the release of customer information to law
enforcement agencies, and the filing of Suspicious Activity Reports ("SARs"), as
and if applicable, and in accordance with the ACT. In addition, your Program
also shall include procedures for fulfilling the currency reporting requirements
of the ACT and the BSA, as and if applicable.
The provisions of this Anti-Money Laundering section shall survive the
termination of the Agreement.
January 2007 6 I # 227206 v.1
18. Shareholder Information
18.1 AGREEMENT TO PROVIDE INFORMATION. You agree to provide the Funds,
upon written request, the taxpayer identification number ("TIN"), if
known, of any or all Shareholder(s) of the account and the amount,
date, name or other identifier of any registered representative(s)
associated with the Shareholder(s) or account (if known), and
transaction type (purchase, redemption, transfer, or exchange) of every
purchase, redemption, transfer, or exchange of Shares held through an
account maintained by you during the period covered by the request.
18.1.1 PERIOD COVERED BY REQUEST. Requests must set forth a
specific period, not to exceed 12 months from the date of the
request, for which transaction information is sought. A Fund
may request transaction information older than 12 months from
the date of the request as it deems necessary to investigate
compliance with policies established by the Fund for the
purpose of eliminating or reducing any dilution of the value
of the outstanding shares issued by the Fund.
18.1.2 FORM AND TIMING OF RESPONSE. You agree to transmit the
requested information that is on your books and records to the
Fund or its designee promptly, but in any event not later than
five (5) business days, after receipt of a request. If the
requested information is not on your books and records, you
agree to: (i) provide or arrange to provide the requested
information from Shareholders who hold an account with an
indirect intermediary; or (ii) if directed by the Fund, block
further purchases of Fund Shares from such indirect
intermediary. In such instance, you agree to inform the Fund
whether you plan to perform (i) or (ii). Responses required by
this paragraph must be communicated in writing and in a format
mutually agreed upon by the parties. To the extent
practicable, the format for any transaction information
provided to a Fund should be consistent with the NSCC
Standardized Data Reporting Format. For purposes of this
provision, an "indirect intermediary" has the same meaning as
in SEC Rule 22c-2 under the Investment Company Act of 1940.
18.1.3 LIMITATIONS ON USE OF INFORMATION. The Fund agrees not
to use the information received for marketing or any other
similar purpose without your prior written consent.
18.2 AGREEMENT TO RESTRICT TRADING. You agree to execute written
instructions from a Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by such
Fund as having engaged in transactions of the Fund's Shares (directly
or indirectly through your account) that violate policies established
by the Fund for the purpose of eliminating or reducing any dilution of
the value of the outstanding Shares issued by the Fund.
18.2.1 FORM OF INSTRUCTIONS. Instructions must include the
TIN, if known, and the specific restriction(s) to be executed.
If the TIN is not known, the instructions must include an
equivalent identifying number of the Shareholder(s) or
account(s) or other agreed upon information to which the
instruction relates.
January 2007 7 I # 227206 v.1
18.2.2 TIMING OF RESPONSE. You agree to execute instructions
as soon as reasonably practicable, but not later than five
business days after your receipt of the instructions.
18.2.3 CONFIRMATION BY YOU. You must provide written
confirmation to the Fund that instructions have been executed.
You agree to provide confirmation as soon as reasonably
practicable, but not later than ten business days after the
instructions have been executed.
18.3 DEFINITIONS. For purposes of this paragraph 18:
18.3.1 The term "Fund" includes a Fund's distributor and a
Fund's transfer agent. The term not does include any
"excepted funds" as defined in SEC Rule 22c-2(b)
under the Investment Company Act of 1940.
18.3.2 The term "Shares" means the interest of Shareholders
corresponding to the redeemable securities of record
issued by a Fund under the Investment Company Act of
1940 that are held by you.
18.3.3 The term "Shareholder" means the beneficial owner of
Shares, whether the Shares are held directly or by
you in nominee name.
18.3.4 The term "written" includes electronic writings and
facsimile transmissions.
19. Acceptance of Agreement
If you agree to be legally bound by the provisions of this Agreement, please
sign a copy of this Agreement where indicated below and promptly return it to
the Fund's designee, Gartmore Distribution Services, Inc., to the address below:
Gartmore Distribution Services, Inc.
Attention: Dealer Services Department
0000 Xxxxx Xxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000.
This Agreement will become effective on the date a fully executed copy of this
Agreement is received by our designee.
Accepted by:
____________________________
Xxxxxxx Xxxxxxx
Assistant Secretary
Gartmore Mutual Funds
January 2007 8 I # 227206 v.1
Date: _________________________
Accepted and Agreed to:
By: _________________________
Name: _________________________
Title: _________________________
Company: _________________________
Date: _________________________
January 2007 9 I # 227206 v.1
EX-99(h)(2)(b)
APPENDIX A
TO SERVICING AGREEMENT
GARTMORE MUTUAL FUNDS
o FUNDS OF GARTMORE MUTUAL FUNDS
o ADMINISTRATIVE SERVICING FEES
The servicing fee shall be ______%
Acknowledgement: Servicing Agent or Dealer:
Gartmore Mutual Funds
c/o Gartmore Distribution Services, Inc.
0000 Xxxxx Xxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
x _______________________________________ x____________________________
By: Xxxxxxx Xxxxxxx, Assistant Secretary By:
January 2007 A-1 I # 227206 v.1
EX-99(h)(2)(b)
APPENDIX B
FUND/SERV PROCESSING PROCEDURES
AND
MANUAL PROCESSING PROCEDURES
The purchase, redemption and settlement of Shares of a Fund will normally follow
the Fund/SERV-Defined Contribution Clearance and Settlement Service ("DCCS")
Processing Procedures below and the rules and procedures of the SCC Division of
the National Securities Clearing Corporation ("NSCC") shall govern the purchase,
redemption and settlement of Shares of the Funds through NSCC by the Dealer. 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.
It is understood and agreed that, in the context of Section 22 of the 1940 Act
and the rules and public interpretations thereunder by the staff of the
Securities and Exchange Commission (SEC Staff), receipt by the Dealer of any
Instructions from the Client-shareholder prior to the Close of Trade on any
Business Day shall be deemed to be receipt by the Funds of such Instructions
solely for pricing purposes and shall cause purchases and sales to be deemed to
occur at the Share Price for such Business Day, except as provided in 4(c) of
the Manual Processing Procedures. Each Instruction shall be deemed to be
accompanied by a representation by the Dealer that it has received proper
authorization from each Client-shareholder whose purchase, redemption, account
transfer or exchange transaction is effected as a result of such Instruction.
FUND/SERV-DCCS PROCESSING PROCEDURES
1. On each business day that the New York Stock Exchange (the "Exchange")
is open for business on which the Funds determine their net asset
values ("Business Day"), the Distributor shall accept, and effect
changes in its records upon receipt of purchase, redemption, exchange,
account transfer and registration instructions from the Dealer
electronically through Fund/SERV ("Instructions") without supporting
documentation from the Client-shareholder. On each Business Day, the
Distributor shall accept for processing any Instructions from the
Dealer and shall process such Instructions in a timely manner.
2. Distributor shall perform any and all duties, functions, procedures and
responsibilities assigned to it under this Agreement and as otherwise
established by the NSCC. Distributor shall conduct each of the
foregoing activities in a competent manner and in compliance with (a)
all applicable laws, rules and regulations, including NSCC
Fund/SERV-DCCS rules and procedures relating to Fund/SERV; (b) the
then-current Prospectus of a Fund; and (c) any provision relating to
Fund/SERV in any other agreement of the Distributor that would affect
its duties and obligations pursuant to this Agreement.
3. Confirmed trades and any other information provided by the Distributor
to the Dealer through Fund/SERV and pursuant to this Agreement shall be
accurate, complete, and in the format prescribed by the NSCC.
January 2007 B-1 I # 227206 v.1
4. Trade, registration, and broker/dealer information provided by the
Dealer to the Distributor through Fund/SERV and pursuant to this
Agreement shall be accurate, complete and, in the format prescribed by
the NSCC. All Instructions by the Dealer regarding each Fund/SERV
Account shall be true and correct and will have been duly authorized by
the registered holder.
5. For each Fund/SERV transaction, including transactions establishing a
Client-shareholder account with the Distributor, the Dealer shall
provide the Funds and the Distributor with all information necessary or
appropriate to establish and maintain each Fund/SERV transaction (and
any subsequent changes to such information), which the Dealer hereby
certifies is and shall remain true and correct. The Dealer shall
maintain documents required by the Funds to effect Fund/SERV
transactions. The Dealer certifies that all Instructions delivered to
Distributor on any Business Day shall have been received by the Dealer
from the Client-shareholder by the close of trading (generally 4:00
p.m. Eastern Time ("ET")) on the Exchange (the "Close of Trading") on
such Business Day and that any Instructions received by it after the
Close of Trading on any given Business Day will be transmitted to
Distributor on the next Business Day.
MANUAL PROCESSING PROCEDURES
1. On each Business Day, the Dealer may receive Instructions from the
Client-shareholder 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
the Dealer 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 "TD+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 6:00 p.m. ET on each Trade Date ("Price Communication
Time"), the Distributor will use its best efforts to communicate to the
Dealer 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 for interest rate factor (mil rate),
determined at the Close of Trading on that Trade Date.
3. As noted in Paragraph 1 above, by 9:30 a.m. ET on TD+1 ("Instruction
Cutoff Time") and after the Dealer has processed all approved
transactions, the Dealer will transmit to the Distributor via
facsimile, telefax or electronic transmission or system-to-system, or
by a method acceptable to the Dealer and the Distributor, a report (the
"Instruction Report") detailing the Instructions that were received by
the Dealer 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
Client-shareholder shall be received and processed by the
Dealer in accordance with its standard transaction processing
procedures. The Dealer or its designees shall maintain records
January 2007 B-2 I # 227206 v.1
sufficient to identify the date and time of receipt of all
Client-shareholder 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, at the request of the Funds, by
appropriate governmental authorities. Under no circumstances
shall the Dealer change, alter or modify any Instructions
received by it in good order.
(b) Following the completion of the transmission of any
Instructions by the Dealer to the Distributor by the
Instruction Cutoff Time, the Dealer will verify that the
Instruction was received by the Distributor and trades are
pending by utilizing a remote terminal or such other method
acceptable to the Distributor.
(c) In the event that an Instruction transmitted by the Dealer 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 the Dealer'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 the Dealer 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 TD+1. In
addition, the Dealer will place a phone call to a financial
control representative of the Distributor prior to 9:00 a.m.
ET on TD+1 to advise the Distributor that a facsimile
transmission concerning the Instruction is being sent.
(d) With respect to all Instructions, the Distributor's financial
control representative will manually adjust a Fund's records
for the Trade Date to reflect any Instructions sent by the
Dealer.
(e) By no later than 4:00 p.m. on TD+1, and based on the
information transmitted to the Distributor pursuant to
Paragraph 3(c) above, the Dealer will use its best efforts to
verify that all Instructions provided to the Distributor on
TD+1 were accurately received and that the trades for each
Account were accurately completed and the Dealer will use its
best efforts to notify Distributor of any discrepancies.
4. As set forth below, upon the timely receipt from the Dealer 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 TD+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 the Dealer
instructing the trustee or custodian for the Funds to initiate
a wire transfer by 1:00 p.m. ET on TD+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
TD+1, causing the remittance of the requisite funds to the
January 2007 B-3 I # 227206 v.1
Distributor to cover such net purchase order. In the case of
Instructions which constitute a net redemption order,
settlement shall occur by the Distributor causing the
remittance of the requisite funds to cover such net redemption
order by Federal Funds Wire by 1:00 p.m. ET on TD+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 (iii) suspend
redemptions pursuant to the 1940 Act or as otherwise required
by law. Settlements shall be in U.S. dollars and a Fund may
pay redemption proceeds in whole or in part by a distribution
in-kind of readily marketable securities that it holds in lieu
of cash in conformity with applicable law or regulations.
(b) The Dealer or such other party as may be designated, as record
owner of each account ("Record Owner") will be provided with
all written confirmations required under federal and state
securities laws.
(c) On any Business Day when the Federal Reserve Wire Transfer
System is closed, all communication and processing rules will
be suspended for the settlement of Instructions. Instructions
will be settled on the next Business Day on which the Federal
Reserve Wire Transfer System is open. The original TD+1
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) The Dealer shall, upon receipt of any confirmation or
statement concerning the accounts, promptly verify by use of
the terminal or by such other method acceptable to the
Distributor and the Dealer the accuracy of the information
contained therein against the information contained in the
Dealer's internal record-keeping system and shall promptly,
but in no event not more than SEVEN days, advise the
Distributor in writing of any discrepancies between such
information. The Distributor and the Dealer shall cooperate to
resolve any such discrepancies as soon as reasonably
practicable.
INDEMNIFICATION
In the event of any error or delay with respect to both the Fund/SERV Processing
Procedures and the Manual Processing Procedures outlined in Exhibit B herein:
(i) which is caused by the Funds or the Distributor, the Distributor shall make
any adjustments on the Funds' accounting system necessary to correct such error
or delay and the responsible party or parties shall reimburse the
Client-shareholder and the Dealer, as appropriate, for any losses or reasonable
costs incurred directly as a result of the error or delay but specifically
excluding any and all consequential punitive or other indirect damages or (ii)
which is caused by the Dealer or by any Client-shareholder, the Distributor
shall make any adjustment on the Funds' accounting system necessary to correct
such error or delay and the affected party or parties shall be reimbursed by the
Dealer for any losses or reasonable costs incurred directly as a result of the
error or delay, but specifically excluding any and all consequential punitive or
other indirect damages. In the event of any such adjustments on the Funds'
accounting system, Dealer shall make the corresponding adjustments on its
internal record-keeping system. In the event that errors or delays with respect
to the Procedures are contributed to by more than one party hereto, each party
shall be responsible for that portion of the loss or reasonable cost which
results from its error or delay. All parties agree to provide the other parties
prompt notice of any errors or delays of the type referred to herein and to use
reasonable efforts to take such action as may be appropriate to avoid or
mitigate any such costs or losses.
January 0000 X-0 X # 000000 x.0
