EXHIBIT 99-B.8.48
FUND PARTICIPATION AGREEMENT
BETWEEN
ALLIANCE FUND DISTRIBUTORS, INC. AND ALIAC
Aetna Life Insurance and Annuity Company (the "Company") and Alliance
Fund Distributors, Inc. (the "Distributor"), acting as agent for the registered
open-end management investment companies whose shares are or may be underwritten
by Distributor (the "Funds") hereby agree to an arrangement whereby the Funds
shall be made available to serve as underlying investment media for Variable
Annuity Contracts ("Contracts") to be issued by the Company.
1. ESTABLISHMENT OF ACCOUNTS; AVAILABILITY OF FUND.
The Company represents that it has established Variable Annuity Accounts
B, C, D and F and may establish such other accounts as may be set forth
in Schedule A attached hereto and as may be amended from time to time
with the mutual consent of the parties hereto (the "Accounts"), each of
which is a separate account under Connecticut Insurance law, and has
registered or will register each of the Accounts (except for such
Accounts for which no such registration is required) as a unit investment
trust under the Investment Company Act of 1940 (the "1940 Act"), to serve
as an investment vehicle for the Contracts. The Company shall offer the
Contracts only to certain plans under Sections 401, 403(b) or 457 of the
Internal Revenue Code, as amended (the "Code"), or to custodial accounts
under Section 408 of the Code. Each Contract provides for the allocation
of net amounts received by the Company to an Account for investment in
the shares of one of more specified open-end management investment
companies available through that Account as underlying investment media.
Selection of a particular investment management company and changes
therein from time to time are made by the participant or Contract owner,
as applicable under a particular Contract.
2. PRICING INFORMATION; ORDERS; SETTLEMENT.
(a) The Distributor will make Fund shares available to be purchased by
the Company, and will accept redemption orders from the Company,
on behalf of each Account at the net asset value applicable to
each order on those days on which the Fund calculates its net
asset value (a "Business Day"). Fund shares shall be purchased and
redeemed in such quantity and at such time determined by the
Company to be necessary to meet the requirements of those
Contracts for which the Fund(s) serve as underlying investment
media, provided, however, that the Board of Trustees of the Fund
(hereinafter the "Trustees") may upon reasonable notice to the
Company, refuse to sell shares of any Fund to any person, or
suspend or terminate the offering of shares of any Fund if such
action is required by law or by regulatory authorities having
jurisdiction or is, in the sole discretion of the Trustees, acting
in good faith
and in the best interests of the shareholders of any Fund and is
acting in compliance with their fiduciary obligations under
federal and/or any applicable state laws.
(b) The Distributor will provide or cause to be provided to the
Company closing net asset value, dividend and capital gain
information at the close of trading each day that the New York
Stock Exchange (the "Exchange") is open (each such day a "Business
Day"), and in no event later than 7:00 p.m. Eastern Standard time
on such Business Day. The Company will send via facsimile or
electronic transmission to the Distributor or its specified agent
orders to purchase and/or redeem Fund shares by 8:00 a.m. Eastern
Standard Time the following business day. Payment for net
purchases will be wired by the Company to an account designated by
the Distributor to coincide with the order for shares of the Fund.
(c) The Distributor hereby appoints the Company as its agent for the
limited purpose of accepting purchase and redemption orders for
Fund shares relating to the Contracts from Contract owners or
participants. Orders from Contract owners or participants received
from any distributor of the Contracts (including affiliates of the
Company) by the Company, acting as agent for the Distributor,
prior to the close of the Exchange on any given business day will
be executed by or on behalf of the Fund at the net asset value
determined as of the close of the Exchange on such Business Day,
provided that the Distributor receives written (or facsimile)
notice of such order by 8:00 a.m. Eastern Standard Time on the
next following Business Day. Any orders received by the Company
acting as agent on such day but after the close of the Exchange
will be executed by or on behalf of the Fund at the net asset
value determined as of the close of the Exchange on the next
business day following the day of receipt of such order, provided
that the Distributor receives written (or facsimile) notice of
such order by 8 a.m. Eastern Standard Time within two days
following the day of receipt of such order.
(d) Payments for net redemptions of shares of the Fund will be wired
or arranged to be wired by the Distributor to an account
designated by the Company on the same Business Day the Company
places an order to redeem Fund Shares. Payments for net purchases
of the Fund will be wired by the Company to an account designated
by the Distributor on the same Business Day the Company places an
order to purchase Fund shares. Payments shall be in federal funds
transmitted by wire.
(e) In lieu of applicable provisions set forth in paragraphs 2(a)
through 2(d) above, the parties may agree to provide pricing
information, execute orders and wire payments for purchases and
redemptions through National Securities Clearing Corporation's
Fund/SERV system in which case such activities will be governed by
the provisions set forth in Exhibit 1 to this Agreement.
(f) Each party has the right to rely on information or confirmations
provided by the other party (or by any affiliate of the other
party), and shall not be liable in the event that an error is a
result of any misinformation supplied by the other party
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(g) The Distributor shall indemnify and hold the Company harmless,
from the effective date of this Agreement, against any amount the
Company is required to pay to Contract owners or participants
(excluding consequential damages due to: (i) an incorrect
calculation of a Fund's daily net asset value, dividend rate, or
capital gains distribution rate or (ii) incorrect or late
reporting of the daily net asset value, dividend rate, or capital
gain distribution rate of a Fund, upon written notification by the
Company, with supporting data, to Distributor. In addition, the
Distributor shall reimburse the Company for reasonable and
demonstrable systems and out of pocket costs incurred by the
Company in making a Contract owners's or a participant's account
whole, if such costs or expenses are a result of the the
Distributor's failure to provide timely or correct net asset
values, dividend and capital gains or financial information and if
such information is not corrected by 4:00 p.m. East Coast time of
the next business day after releasing such incorrect information
provided the incorrect NAV as well as the correct NAV for each day
that the error occurred is provided. If a mistake is caused in
supplying such information or confirmations, which results in a
reconciliation with incorrect information, the amount required to
make a Contract owner's or a participant's account whole shall be
borne by the party providing the incorrect information, regardless
of when the error is corrected. The parties agree that the
Distributor shall not be responsible for earnings and/or
appreciation that Contract owners or participants would have
realized on amounts that should have been but were not invested
(or withdrawn from) other funds within the plan (i.e., any funds
that were not the subject of the pricing error) in accordance with
an instruction due to an error or delay with respect to the
procedures outlined in the Agreement which is caused by the
Distributor.
(h) The Company agrees to purchase and redeem the shares of the Funds
offered by the then current prospectus and statement of additional
information of the Fund in accordance with the provisions of such
prospectus and statement of additional information.
3. FEES.
In consideration of services provided by the Company under this
Agreement, the Distributor shall pay, or arrange for the payment of, fees
to the Company as set forth in Schedule B.
4. EXPENSES.
(a) The Distributor shall make available for reimbursement certain
out-of-pocket expenses the Company incurs in providing shareholder
services to Contract owners and participants. These expenses
include actual postage paid by the Company in connection with
mailing updated prospectuses, supplements and financial reports to
Contract owners or participants. Except as otherwise provided in
this Agreement, all expenses incident to the performance by the
Distributor or Fund under this Agreement shall be paid by the
Distributor or the Fund, including the cost of registration of
Fund shares with the Securities and Exchange Commission (the
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"SEC") and in states where required. The Fund and Distributor
shall pay no fee or other compensation to the Company under this
Agreement, and the Company shall pay no fee or other compensation
to the Fund or Distributor, except as provided herein and in
Schedule B attached hereto and made a part of this Agreement as
may be amended from time to time with the mutual consent of the
parties hereto. All expenses incident to performance by each party
of its respective duties under this Agreement shall be paid by
that party, unless otherwise specified in this Agreement.
(b) The Distributor shall provide to the Company, at the location
designated by the Company, periodic fund reports to shareholders
and other materials that are required by law to be sent to
Contract owners or participants. In addition, the Distributor
shall provide the Company with a sufficient quantity of the Funds'
prospectuses, statements of additional information and any
supplements to any of these materials, to be used in connection
with the offerings and transactions contemplated by this Agreement
(c) The Distributor shall provide the company with a sufficient
quantity of Fund proxy material that is required to be sent to
Contract owners or participants. The cost associated with proxy
preparation, group authorization letters, programming for
tabulation and necessary materials (including postage) will be
paid by the Distributor.
5. REPRESENTATIONS.
The Company agrees that it and its agents shall not, without the written
consent of the Distributor, make representations concerning the Fund, or
its shares except those contained in the then current prospectuses and in
current printed sales literature approved by or deemed approved by the
Distributor.
6. TERMINATION.
This agreement shall terminate as to the sale and issuance of new
Contracts:
(a) at the option of either the Company or the Distributor, upon sixty
days advance written notice to the other parties;
(b) at the option of the Company, upon one week advance written notice
to the Distributor, if Fund shares are not available for any
reason to meet the requirement of Contracts as determined by the
Company. Reasonable advance notice of election to terminate shall
be furnished by Company;
(c) at the option of the Company or the Distributor, immediately upon
institution of formal proceedings against the broker-dealer or
broker-dealers marketing the Contracts, the Account, the Company,
the Fund or the Distributor by the National
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Association of Securities Dealers, Inc. (the "NASD"), the SEC or
any other regulatory body;
(d) upon the determination of the Accounts to substitute for the
Fund's shares the shares of another investment company in
accordance with the terms of the applicable Contracts. The Company
will give 60 days written notice to the Distributor of any
decision to replace the Fund's' shares;
(e) upon assignment of this Agreement, unless made with the written
consent of all other parties hereto;
(f) if Fund shares are not registered, issued or sold in conformance
with Federal law or such law precludes the use of Fund shares as
an underlying investment medium for Contracts issued or to be
issued by the Company. Prompt notice shall be given by the
appropriate party should such situation occur.
7. CONTINUATION OF AGREEMENT.
Termination as the result of any cause listed in Section 6 shall not
affect the Distributor's obligation to continue to make available Fund
shares to Contracts then in force for which the Fund shares serve or may
serve as the underlying medium unless such further sale of Fund shares is
prohibited by law or the SEC or other regulatory body.
8. ADVERTISING MATERIALS; FILED DOCUMENTS.
(a) Advertising and sales literature with respect to the Fund prepared
by the Company or its agents for use in marketing its Contracts
(except any material that simply lists the Funds' names) will be
submitted to the Distributor or its designee for review before
such material is used with the general public or any Contract
owner or participant. The Distributor or its designee shall advise
the submitting party in writing within three (3) Business Days of
receipt of such materials of its approval or disapproval of such
materials.
(b) The Distributor will provide additional copies of the Funds'
financials as soon as available to the Company and at least one
complete copy of all registration statements, prospectuses,
statements of additional information, annual and semi-annual
reports, proxy statements and all amendments or supplements to any
of the above that relate to the Fund promptly after the filing of
such document with the SEC or other regulatory authorities. At the
Distributor's request, the Company will provide to the Distributor
at least one complete copy of all registration statements,
prospectuses, statements of additional information, annual and
semi-annual reports, proxy statements, and all amendments or
supplements to any of the above that relate to the Account
promptly after the filing of such document with the SEC or other
regulatory authority.
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(c) The Distributor will provide via Excel spreadsheet diskette format
or in electronic transmission to the Company at least quarterly
portfolio information necessary to update Fund profiles with
fifteen calendar days following the end of each quarter.
9. PROXY VOTING.
(a) The Company shall provide pass-through voting privileges on Fund
shares held by registered separate accounts to all Contract owners
and participants to the extent the SEC continues to interpret the
1940 Act as requiring such privileges. The Company shall provide
pass-through voting privileges on Fund shares held by unregistered
separate accounts to all Contract owners.
(b) The Company will distribute to Contract owners and participants,
as appropriate, all proxy material furnished by the Fund and will
vote Fund shares in accordance with instructions received from
such Contract owners and participants. If and to the extent
required by law, the Company, with respect to each group Contract
and in each Account, shall vote Fund shares for which no
instructions have been received in the same proportion as shares
for which such instructions have been received. The Company and
its agents shall not oppose or interfere with the solicitation of
proxies for Fund shares held for such Contract owners and
participants.
10. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless the Fund and the
Distributor, and its directors, officers, employees, agents and
each person, if any, who controls the Fund or its Distributor
within the meaning of the Securities Act of 1933 (the "1933 Act")
against any losses, claims, damages or liabilities to which the
Fund or any such director, officer, employee, agent, or
controlling person may become subject, under the 1933 Act or
otherwise, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) (i) arise out of, or are based
upon, the provision of administrative services by the Company
under this Agreement; (ii) result from a material breach of this
Agreement; (iii) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
contained in the Registration Statement, prospectus or sales
literature of the Company or arise out of or are based upon the
omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, or (iv) arise out of or as a result of
conduct, statements or representations (other than statements or
representations contained in the prospectuses or sales literature
of the Fund) of the Company or its agents, with respect to the
sale and distribution of Contracts for which Fund shares are the
underlying investment. The Company will reimburse any legal or
other expenses reasonably incurred by the Fund or any such
director, officer, employee, agent, investment Distributor, or
controlling person in connection with investigating or defending
any such loss, claim, damage, liability or action; PROVIDED,
however, that the Company will not be liable in any such case to
the extent that any such loss, claim, damage or liability arises
out of or is based upon (i) an untrue statement or omission or
alleged omission made in such
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Registration Statement or prospectus in conformity with written
materials furnished to the Company by the Fund specifically for
use therein or (ii) the willful misfeasance, bad faith, or gross
negligence by the Fund or Distributor in the performance of its
duties or the Fund's or Distributor's reckless disregard of
obligations or duties under this Agreement or to the Company,
whichever is applicable. This indemnity agreement will be in
addition to any liability which Company may otherwise have.
(b) The Distributor agrees to indemnify and hold harmless the Company
and its directors, officers, employees, agents and each person, if
any, who controls the Company within the meaning of the 1933 Act
against any losses, claims, damages or liabilities to which the
Company or any such director, officer, employee, agent or
controlling person may become subject, under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) (i) arise out of or are based upon
any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, prospectuses or
sales literature of the Fund or arise out of or are based upon the
omission or the alleged omission to state therein a material fact
required to be stated therein or material fact required to be
stated therein or necessary to make the statements therein not
misleading; or (ii) result from a breach of a material provision
of this Agreement. The Distributor will reimburse any legal or
other expenses reasonably incurred by the Company or any such
director, officer, employee, agent, or controlling person in
connection with investigating or defending any such loss, claim,
damage, liability or action; PROVIDED, HOWEVER, that the
Distributor will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or omission or alleged omission
made in such Registration Statement or prospectuses which are in
conformity with written materials furnished to the Distributor by
the Company specifically for use therein.
(c) Promptly after receipt by an indemnified party hereunder of notice
of the commencement of action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying
party hereunder, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 10. In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to
the extent that it may wish to, assume the defense thereof, with
counsel satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its
election to assume the defense thereof, the indemnifying party
will not be liable to such indemnified party under this Section 10
for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other
than reasonable costs of investigation.
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11. MISCELLANEOUS.
(a) AMENDMENT AND WAIVER. Neither this Agreement, nor any provision
hereof, may be amended, waived, discharged or terminated orally,
but only by an instrument in writing signed by all parties hereto.
(b) NOTICES. All notices and other communications hereunder shall be
given or made in writing and shall be delivered personally, or
sent by telex, telecopier or registered or certified mail, postage
prepaid, return receipt requested, or recognized overnight courier
service to the party or parties to whom they are directed at the
following addresses, or at such other addresses as may be
designated by notice from such party to all other parties.
To the Company:
Aetna Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Counsel
To the Distributor:
Alliance Fund Distributors, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
(000) 000-0000 (Telephone)
(000) 000-0000 (Telecopy)
Any notice, demand or other communication given in a manner prescribed in
this subsection (b) shall be deemed to have been delivered on receipt.
(c) SUCCESSORS AND ASSIGNS. This agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
permitted successors and assigns.
(d) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one
agreement, and any party hereto may execute this Agreement by
signing any such counterpart.
(e) SEVERABILITY. In case any one or more of the provisions contained
in this Agreement should be invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be
affected or impaired thereby.
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(f) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
and understanding between the parties hereto and supersedes all
prior agreement and understandings relating to the subject matter
hereof.
(g) GOVERNING LAW. This Agreement shall be governed and interpreted in
accordance with the laws of the State of Connecticut.
(h) NON EXCLUSIVITY. It is understood by the parties that this
Agreement is not an exclusive arrangement in any respect.
(i) CONFIDENTIALITY. The terms of this Agreement and the Schedules
thereto will be held confidential by each party except to the
extent that either party or its counsel may deem it necessary to
disclose such terms.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers effective as of the 26th day of October, 2000.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
-----------------------------------------
Title: Vice President
----------------------------------------
ALLIANCE FUND DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
-----------------------------------------
Title: Senior Vice President and
----------------------------------------
General Counsel
----------------------------------------
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SCHEDULE A
(For any future separate accounts - See Section 1(a)
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SCHEDULE B
Fees to the Company
1. SERVICING FEES.
Administrative services to Contract owners and participants shall be the
responsibility of the Company and shall not be the responsibility of the Fund or
the Distributor. The Distributor recognizes the Company as the sole shareholder
of Fund shares issued under the Fund Participation Agreement, and that
substantial savings will be derived in administrative expenses, such as
significant reductions in postage expense and shareholder communications, by
virtue of having a sole shareholder for each of the Accounts rather than
multiple shareholders. In consideration of the administrative savings resulting
from such arrangement, Distributor agrees to pay, or arrange for the payment of,
to the Company a servicing fee equal to the lesser of $__ per participant or an
amount based on the annual rate of .__ % (____% quarterly) of the average net
assets invested in the Funds through the Contracts in each calendar quarter.
Distributor will make such payments to the Company based on the ___% quarterly
amount within thirty (30) days after the end of each calendar quarter. Within
forty-five (45) days after the end of the quarter, the Company will send a
report to Distributor indicating the number of participants in the plans during
the quarter and any amount the Company was overpaid by Distributor. In the event
of an overpayment, Distributor will deduct any overpaid amounts from the next
quarterly payment(s) due. Each payment will be accompanied by a statement
showing the calculation of the fee payable to the Company for the quarter and
such other supporting data as may be reasonably requested by the Company.
2. 12b-1 FEES.
In accordance with the Fund's plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940, the Distributor will make payments to the
Company at an annual rate of ___% (____% quarterly) of the average net assets
invested in the Funds through the Contracts in each calendar quarter.
Distributor will make such payments to the Company within thirty (30) days after
the end of each calendar quarter. Each payment will be accompanied by a
statement showing the calculation of the fee payable to the Company for the
quarter and such other supporting data as may be reasonably requested by the
Company.
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EXHIBIT 1
Procedures for Pricing and Order/Settlement Through National Securities
Clearing Corporation's Mutual Fund Profile System and Mutual Fund
Settlement, Entry and Registration Verification System
1. As provided in Section 2(e) of the Fund Participation Agreement, the
parties hereby agree to provide pricing information, execute orders and wire
payments for purchases and redemptions of Fund shares through National
Securities Clearing Corporation ("NSCC") and its subsidiary systems as follows:
(a) Distributor or the Funds will furnish to the Company or its affiliate
through NSCC's Mutual Fund Profile System ("MFPS") (1) the most current net
asset value information for each Fund, (2) a schedule of anticipated
dividend and distribution payment dates for each Fund, which is subject to
change without prior notice, ordinary income and capital gain dividend
rates on the Fund's ex-date, and (4) in the case of fixed income funds that
declare daily dividends, the daily accrual or the interest rate factor. All
such information shall be furnished to the Company or its affiliate by 7:00
p.m. Eastern Time on each business day that the Fund is open for business
(each a "Business Day") or at such other time as that information becomes
available. Changes in pricing information will be communicated to both NSCC
and the Company.
(b) Upon receipt of Fund purchase, exchange and redemption instructions for
acceptance as of the time at which a Fund's net asset value is calculated
as specified in such Fund's prospectus ("Close of Trading") on each
Business Day ("Instructions"), and upon its determination that there are
good funds with respect to Instructions involving the purchase of Shares,
the Company or its affilaite will calculate the net purchase or redemption
order for each Fund. Orders for net purchases or net redemptions derived
from Instructions received by the Company or its affiliate prior to the
Close of Trading on any given Business Day will be sent to the Defined
Contribution Interface of NSCC's Mutual Fund Settlement, Entry and
Registration Verification System ("Fund/SERV") by 5:00 a.m. Eastern Time on
the next Business Day. Subject to the Company's or its affiliate's
compliance with the foregoing, the Company or its affiliate will be
considered the agent of the Distributor and the Funds, and the Business Day
on which Instructions are received by the Company or its affiliate in
proper form prior to the Close of Trading will be the date as of which
shares of the Funds are deemed purchased, exchanged or redeemed pursuant to
such Instructions. Instructions received in proper form by the Company or
its affiliate after the Close of Trading on any given Business Day will be
treated as if received on the next following Business Day. Dividends and
capital gains distributions will be automatically reinvested at net asset
value in accordance with the Fund's then current prospectuses.
(c) The Company or its affiliate will wire payment for net purchase orders by
the Fund's NSCC Firm Number, in immediately available funds, to an NSCC
settling bank account designated by the Company or its affiliate no later
than 5:00 p.m. Eastern time on the same Business Day such purchase orders
are communicated to NSCC. For purchases of shares of daily dividend accrual
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funds, those shares will not begin to accrue dividends until the day the
payment for those shares is received.
(d) NSCC will wire payment for net redemption orders by Fund, in immediately
available funds, to an NSCC settling bank account designated by the Company
or its affiliate, by 5:00 p.m. Eastern Time on the Business Day such
redemption orders are communicated to NSCC, except as provided in a Fund's
prospectus and statement of additional information.
(e) With respect to (c) or (d) above, if Distributor does not send a
confirmation of the Company's or its affiliate's purchase or redemption
order to NSCC by the applicable deadline to be included in that Business
Day's payment cycle, payment for such purchases or redemptions will be made
the following Business Day.
(f) If on any day the Company or its affiliate, or Distributor is unable to
meet the NSCC deadline for the transmission of purchase or redemption
orders, it may at its option transmit such orders and make such payments
for purchases and redemptions directly to Distributor or the Company or its
affiliate, as applicable, as is otherwise provided in the Agreement.
(g) These procedures are subject to any additional terms in each Fund's
prospectus and the requirements of applicable law. The Funds reserve the
right, at their discretion and without notice, to suspend the sale of
shares or withdraw the sale of shares of any Fund.
2. The Company or its affiliate, Distributor and clearing agents (if
applicable) are each required to have entered into membership agreements with
NSCC and met all requirements to participate in the MFPS and Fund/SERV systems
before these procedures may be utilized. Each party will be bound by the terms
of their membership agreement with NSCC and will perform any and all duties,
functions, procedures and responsibilities assigned to it and as otherwise
established by NSCC applicable to the MFPS and Fund/SERV system and the
Networking Matrix Level utilized.
3. Except as modified hereby, all other terms and conditions of the
Agreement shall remain in full force and effect. Unless otherwise indicated
herein, the terms defined in the Agreement shall have the same meaning as in
this Exhibit.
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