EXHIBIT 99-B.8.73
SELLING AND SERVICES AGREEMENT
THIS AGREEMENT, made and entered into as of this first day of February,
2001 by and among Aetna Investment Services, LLC ("AIS"), Aetna Life Insurance
and Annuity Company ("ALIAC") (collectively, "Aetna"), and Xxxx Xxxxx Xxxx
Xxxxxx, Inc. ("Distributor"), acting as agent for the registered open-end
management investment companies whose shares are or may be underwritten by
Distributor (each a "Fund" or collectively the "Funds").
WHEREAS, Distributor acts as principal underwriter for the Funds;
WHEREAS, AIS distributes shares of investment companies to certain plans
under Sections 401 or 457 of the Internal Revenue Code of 1986, as amended
("Code"), custodial accounts under Section 403(b)(7) or 408 of the Code, and
certain nonqualified deferred compensation arrangements (collectively, "Plans");
and
WHEREAS, ALIAC is an insurance company that provides various recordkeeping
and other administrative services to Plans; and
WHEREAS, ALIAC will provide various administrative and shareholder services
in connection with the investment by the Plans in the Funds.
NOW, THEREFORE, it is agreed as follows:
1. INVESTMENT OF PLAN ASSETS.
AIS represents that it is authorized under the Plans to implement the
investment of Plan assets in the name of an appropriately designated nominee of
each Plan ("Nominee") in shares of investment companies or other investment
vehicles specified by a sponsor, an investment adviser, an administrative
committee, or other fiduciary as designated by a Plan ("Plan Representative")
upon the direction of a Plan participant or beneficiary ("Participant"). The
parties acknowledge and agree that selections of particular investment companies
or other investment vehicles are made by Plan representatives or Participants,
who may change their respective selections from time to time in accordance with
the terms of the Plan.
2. OMNIBUS ACCOUNT.
The parties agree that a single omnibus account held in the name of the
Nominee shall be maintained for those Plan assets directed for investment in the
Funds ("Account"). ALIAC as service agent for the Plans, shall facilitate
purchase and sale transactions with respect to the Account in accordance with
the Agreement.
3. PRICING INFORMATION, ORDERS, SETTLEMENT.
(a) Distributor will make shares available to be purchased by the Nominee
on behalf of the Account at the net asset value applicable to each order;
provided, however, that the Plans meet the criteria for purchasing shares of the
Funds at net asset value as described in the Funds' prospectuses. Fund shares
shall be purchased and redeemed on a net basis for such Plans in such quantity
and at such time determined by AIS or the Nominee to correspond with investment
instructions received by AIS from Plan Representatives or Participants.
(b) Distributor agrees to furnish or cause to be furnished to AIS for each
Fund: (i) confirmed net asset value information as of the close of trading
(currently 4:00 p.m., East Coast time) on the New York Stock Exchange ("Close of
Trading") on each business day that the New York Stock Exchange is open for
business ("Business Day") or at such other time as the net asset value of a Fund
is calculated as disclosed in the relevant then current prospectus(es) in a
format that includes the Fund's name and the change from the last calculated net
asset value, (ii) dividend and capital gains information as it arises, and (iii)
in the case of a fixed income fund, the daily accrual or the distribution rate
factor. Distributor shall use its best efforts to provide or cause to be
provided to AIS such information by 6:30 p.m., East Coast time, but in no event
later than 7:00 p.m. East Coast time, absent extrordinary circumstances. In the
event of an anticipated delay past 7:00 p.m., Distributor shall notify AIS by
7:00 p.m. of such delay.
(c) AIS, as agent for the Funds for the sole purposes expressed herein
shall receive from Plan Representatives or Participants for acceptance as of the
Close of Trading on each Business Day: (i) orders for the purchase of shares of
the Funds, exchange orders, and redemption requests and redemption directions
with respect to shares of the Funds held by the Nominee ("Instructions"), (ii)
transmit to Distributor such Instructions no later than 9:00 a.m., East Coast
time on the next following Business Day, and (iii) upon acceptance of any such
Instructions, communicate such acceptance to the Plan Representatives or Plan
Participants, as appropriate ("Confirmation"). The Business Day on which such
Instructions are received in proper form by AIS and time stamped by the Close of
Trading will be the date as of which Fund shares shall be deemed purchased,
exchanged, or redeemed as a result of such Instructions. Instructions received
in proper form by AIS and time stamped after the Close of Trading on any given
Business Day shall be treated as if received on the next following Business Day.
AIS agrees that all Instructions received by AIS, which will be transmitted to
Distributor for processing as of a particular Business Day, will have been
received and time stamped prior to the Close of Trading on that previous
Business Day.
(d) AIS will wire payment, or arrange for payment to be wired, for such
purchase orders, in immediately available funds, to a Fund custodial account or
accounts designated by Distributor, as soon as possible, but in any event no
later than 4:00 p.m.,
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East Coast time on the Business Day following the Business Day as of which such
purchase orders are made in conformance with Section 3(c).
(e) Distributor or its designees will wire payment, or arrange for payment
to be wired, for redemption orders, in immediately available funds, to an
account or accounts designated by AIS, as soon as possible, but in any event no
later than 4:00 p.m. East Coast time on the same Business Day as of which such
redemption orders are received by the Distributor in conformance with Section
3(c).
(f) In lieu of applicable provisions set forth in paragraphs 3(a) through
3(e) 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 I to this Agreement.
(g) Upon Distributor's request, AIS shall provide copies of historical
records relating to transactions between the Funds and the Plan Representatives
or Participants investing in such Funds, written communications regarding the
Funds to or from such persons, and other materials, in each case, as may
reasonably be requested to enable Distributor or any other designated entity,
including without limitation, auditors, investment advisers, or transfer agents
of the Funds to monitor and review the services being provided under this
Agreement, or to comply with any request of a governmental body or
self-regulatory organization or a shareholder. AIS also agrees that AIS will
permit Distributor or the Funds, or any duly designated representative to have
reasonable access to AIS's personnel and records in order to facilitate the
monitoring of the quality of the services being provided under this Agreement.
(h) AIS shall assume responsibility as herein described for any loss to
Distributor or to a Fund caused by a cancellation or correction made to an
Instruction by a Plan Representative or Participant subsequent to the date as of
which such Instruction has been received by AIS and originally relayed to
Distributor, and AIS will immediately pay such loss to Distributor or such Fund
upon AIS's receipt of written notification, with supporting data.
(i) Distributor shall indemnify and hold Aetna harmless, from the effective
date of this Agreement, against any amount Aetna is required to pay to Plans,
Plan Representatives, or Participants 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 Aetna,
with supporting data, to Distributor. In addition, the Distributor shall be
liable to Aetna for systems and out of pocket costs incurred by Aetna in making
a Plan's or a Participant's account whole, if such costs or expenses are a
result of 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
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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 Plan's or a
Participant's account whole shall be borne by the party providing the incorrect
information, regardless of when the error is corrected.
(j) Each party shall notify the other of any errors or omissions in any
information, including a net asset value and distribution information set forth
above, and interruptions in or delay or unavailability of, the means of
transmittal of any such information as promptly as possible.
4. SERVICING FEES.
The provision of shareholder and administrative services to the Plans shall
be the responsibility of AIS, ALIAC or the Nominee and shall not be the
responsibility of Distributor. The Nominee will be recognized as the sole
shareholder of Fund shares purchased under this Agreement. It is further
recognized that there will be a substantial savings in administrative expense
and recordkeeping expenses by virtue of having one shareholder rather than
multiple shareholders. In consideration of the administrative savings resulting
from such arrangement, Distributor agrees to pay to ALIAC a servicing fee as set
forth in Schedule A.
5. DISTRIBUTION FEES.
To compensate AIS for its distribution of Fund Shares, Distributor shall
make payments to AIS as set forth in Schedule A.
6. EXPENSES.
Distributor shall make available for reimbursement certain out-of-pocket
expenses ALIAC incurs in connection with providing shareholder services to the
Plans. These expenses include all reasonable costs incurred by ALIAC associated
with proxies for the Fund, including proxy preparation, group authorization
letters, programming for tabulation and necessary materials (including postage).
Except as otherwise agreed in writing, Aetna shall bear all other expenses
incidental to the performance of the services described herein. Distributor
shall, however, ship at its own expense to a central location as designated by
Aetna, sufficient copies of relevant prospectuses for all Participants making an
initial Fund purchase as well as relevant prospectuses, prospectus supplements
and periodic reports to shareholders, and other material as shall be reasonably
requested by Aetna to disseminate to Plan participants who purchase shares of
the Funds.
7. TERMINATION.
This Agreement shall terminate as to the maintenance of the Account:
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(a) At the option of either Aetna or Distributor upon six (6) months
advance written notice to the other parties;
(b) At the option of Aetna, if shares of the Funds are not available for
any reason to meet the investment requirements of the Plans; provided, however,
that prompt advance notice of election to terminate shall be furnished by the
terminating entity;
(c) At the option of either AIS or Distributor, upon institution of formal
disciplinary or investigative proceedings against AIS, Distributor or the Funds
by the National Association of Securities Dealers, Inc. ("NASD"), SEC, or any
other regulatory body;
(d) At the option of Distributor, if Distributor shall reasonably determine
in good faith that shares of the Funds are not being offered in conformity with
the terms of this Agreement;
(e) At the option of Aetna, upon termination of the agreement between any
adviser and the Fund; written notice of such termination shall be promptly
furnished to Aetna;
(f) Upon assignment of this Agreement by any party, unless made with the
written consent of all other parties hereto; provided, however, that AIS and
ALIAC may assign, without consent of Distributor, their respective duties and
responsibilities under this Agreement to any of their affiliates, and provided,
further, that AIS or ALIAC may enter into subcontracts with other dealers for
the solicitation of sales of shares of the Funds to Plans with assets of $3.5
million or more without the consent of Distributor;
(g) If the Fund's shares are not registered, issued or sold in conformance
with federal law or such law precludes the use of Fund shares as an investment
vehicle for the Plans; provided, however, that prompt notice shall be given by
any party should such situation occur; or
(h) Upon thirty (30) days written notice to Distributor and Aetna, at the
option of the Board of Directors of any Fund, by vote of those whose members of
the Board who are not "interested person" of the Fund, or by vote of a majority
of the outstanding voting securities of any Fund.
8. CONTINUATION OF AGREEMENT.
Termination as the result of any cause listed in Section 7 hereof shall not
affect the Funds' respective obligations to continue to maintain the Account as
an investment option for Plans electing to invest in the Funds prior to the
termination of this Agreement; however, Distributor's obligation to pay the fees
to Aetna described in Sections 4 and 5 hereof shall terminate if the applicable
Fund's 12b-1 Plan is terminated.
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9. ADVERTISING AND RELATED MATERIALS.
(a) Advertising and literature with respect to the Funds prepared by AIS or
the Nominee or its agents for use in marketing shares of the Funds to the Plans
(except any material that simply lists the Funds' names) shall be submitted to
Distributor for review and approval before such material is used with the
general public or any Plan, Plan Representative, or Participant. Distributor
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) Distributor will provide to Aetna at least one complete copy of all
prospectuses, statements of additional information, annual and semiannual
reports and proxy statements, other related documents, and all amendments or
supplements to any of the above documents that relate to the Funds promptly
after the filing of such document with the SEC or other regulatory authorities.
(c) Distributor will provide via Excel spreadsheet diskette format or
in electronic transmission to Aetna at least quarterly portfolio information
necessary to update Fund profiles with seven business days following the end of
each quarter.
10. PROXY VOTING.
Aetna or the Nominee will distribute to Plan Representatives or
Participants all proxy materials furnished by Distributor or its designees for
the Funds. Aetna and the Nominee shall not oppose or interfere with the
solicitation of proxies for Fund shares held for such beneficial owners.
11. INDEMNIFICATION.
(a) Aetna agrees to indemnify and hold harmless the Funds, Distributor and
each of their directors, officers, employees, agents and each person, if any,
who controls the Funds or their investment adviser within the meaning of the
Securities Act of 1933 ("1933 Act") against any losses, claims, damages or
liabilities to which the Funds, Distributor or any such director, officer,
employee, agent, or controlling person may become subject, 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
ALIAC under this Agreement, or (ii) result from a breach of a material provision
of this Agreement. Aetna will reimburse any legal or other expenses reasonably
incurred by Distributor 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 Aetna will not be
liable for indemnification hereunder to the extent that any such loss, claim,
damage, liability or action arises out of or is based upon the gross negligence
or willful misconduct of Distributor or any such director,
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officer, employee, agent or any controlling person herein defined in performing
their obligations under this Agreement.
(b) Distributor agrees to indemnify and hold harmless each of AIS and
ALIAC, the Nominee and each of their directors, officers, employees, agents and
each person, if any, who controls AIS and ALIAC and the Nominee within the
meaning of the 1933 Act against any losses, claims, damages or liabilities to
which AIS or ALIAC, the Nominee, or any such director, officer, employee, agent
or controlling person may become subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) (i) arise out of or are
based upon any untrue statement of any material fact contained in the
registration statement, prospectus or sales literature of the Funds or arise out
of, or are based upon, the omission or the alleged omission to state a material
fact that is necessary to make the statements therein not misleading or (ii)
result from a breach of a material provision of this Agreement. Distributor will
reimburse any legal or other expenses reasonably incurred by AIS or ALIAC, the
Nominee, or any such director, officer, employee, agent, or controlling person
in connection with investigation or defending any such loss, claim, damage,
liability or action; provided, however, that will not be liable for
indemnification hereunder to the extent that any such loss, claim, damage or
liability arises out of, or is based upon, the gross negligence or willful
misconduct of AIS or ALIAC, the Nominee or their respective directors, officers,
employees, agents, or any controlling person herein defined in the performance
of their obligations under this Agreement.
(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 that it may have
to any indemnified party otherwise than under this Section 11. 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 11 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
12. REPRESENTATIONS AND WARRANTIES.
(a) Representations of ALIAC. ALIAC represents and warrants:
(i) that it (1) is a life insurance company organized under the laws of the
State of Connecticut, (2) is in good standing in that jurisdiction, (3) is in
material compliance with all applicable federal and state insurance laws, (4) is
duly licensed and authorized to conduct business in every jurisdiction where
such license or authorization is required, and
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will maintain such license or authorization in effect at all times during the
term of this Agreement, and (5) has full authority to enter into this Agreement
and carry out its obligations pursuant to it terms; and
(ii) that it is authorized under the Plans to (1) provide administrative
services to the Plans and (2) facilitate transactions in the Fund through the
Account.
(b) Representations of AIS. AIS represents and warrants:
(i) that it (1) is a member in good standing of the NASD, (2) is registered
as a broker-dealer with the SEC, and (3) will continue to remain in good
standing and be so registered during the term of this Agreement;
(ii) that it (1) is a limited liability company duly organized under the
laws of the State of Delaware , (2) is in good standing in that jurisdiction,
(3) is in material compliance with all applicable federal, state and securities
laws, (4) is duly registered and authorized to conduct business in every
jurisdiction where such registration or authorization is required, and will
maintain such registration or authorization in effect at all times during the
term of this Agreement, and (5) has full authority to enter into this Agreement
and carry out its obligations pursuant to the terms of this Agreement;
(iii) that it is authorized under the Plans to make available investments
of Plan assets in the name of the Nominee of each Plan in shares of investment
companies or other investment vehicles specified by Plan Representatives or
Participants; and
(iv) that it will not, without the written consent of Distributor, make
representations concerning shares of the Funds except those contained in the
then-current prospectus and in the current printed sales literature approved by
either the Fund or Distributor.
(c) Representations of Distributor. Distributor represents and warrants:
(i) that the Funds (1) are in material compliance with all applicable
federal, state and securities laws, and (2) are duly licensed and authorized to
conduct business in every jurisdiction where such license or authorization is
required;
(ii) that the shares of the Funds are registered under the 1933 Act, duly
authorized for issuance and sold in compliance with the laws of the States and
all applicable federal, state, and securities laws; that the Funds amend their
registration statements under the 1933 Act and the 1940 Act from time to time as
required or in order to effect the continuous offering of its shares; and that
the Funds have registered and qualified its shares for sale in accordance with
the laws of each jurisdiction where it is required to do so;
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(iii) that the Funds are currently qualified as regulated investment
companies under Subchapter M of the Internal Revenue Code of 1986, as amended,
and will make every effort to maintain such qualification, and that Distributor
will notify AIS and ALIAC immediately upon having a reasonable basis for
believing that any of the Funds have ceased to so qualify or that any might not
qualify in the future;
(iv) that Distributor (1) is a member in good standing of the NASD, (2) is
registered as a broker-dealer with the SEC, and (3) will continue to remain in
good standing and be so registered during the term of this Agreement; and
(v) that Distributor (1) is a corporation duly organized under the laws of
the State of Maryland, (2) is in good standing in that jurisdiction, (3) is in
material compliance with all applicable federal, state, and securities laws, (4)
is duly registered and authorized in every jurisdiction where such license or
registration is required, and will maintain such registration or authorization
in effect at all times during the term of this Agreement, and (5) has full
authority to enter into this Agreement and carry out its obligations pursuant to
the terms of this Agreement
13. GOVERNING LAW.
This Agreement and all the rights and obligations of the parties shall be
governed by and construed under the laws of the State of Connecticut without
giving effect to the principles of conflicts of laws and the provisions shall be
continuous.
14. 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,
facsimile, express delivery or registered or certified mail, postage prepaid,
return receipt requested, to the party or parties to whom they are directed at
the following address, or at such other addresses as may be designated by notice
from such party to all other parties.
To AIS/ALIAC:
Aetna Investment Services LLC/Aetna Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx, Counsel
(000) 000-0000
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To Distributor:
Xxxx Xxxxx Xxxx Xxxxxx, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Legal and Compliance
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.
(f) Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties hereto relating to the subject matter hereof,
and supersedes all prior agreement and understandings relating to such subject
matter.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers as of the date first written above.
AETNA LIFE INSURANCE AND AETNA INVESTMENT
ANNUITY COMPANY SERVICES, LLC
By By
----------------------- --------------------------
Name Name
--------------------- ------------------------
Title Title
-------------------- -----------------------
XXXX XXXXX XXXX XXXXXX, INC.
By
-----------------------
Name
---------------------
Title
--------------------
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SCHEDULE A
FEES TO AETNA
SERVICING FEES AND DISTRIBUTION FEES
As provided in Section 4 and 5 of the Agreement, Distributor shall pay
servicing fees and distribution fees to ALIAC and AIS in the aggregate amounts
shown below. AIS and ALIAC intend to split the fees as follows: for both Primary
and Financial Intermediary Classes of Shares, 25 bp to ALIAC; and the remainder
to AIS. Distributor will make such payments within 30 days after the end of each
calendar quarter, accompanied by a statement showing the calculation of the fee
payable for the quarter and such other supporting data as may be reasonably
requested by Aetna. Distributor may at its election make one aggregate payment
to Aetna.
A. FINANCIAL INTERMEDIARY CLASS SHARES:
An annual rate of ____% (____% quarterly) of the average net assets
invested in all shares of Financial Intermediary Class Shares of the Funds
through ALIAC's arrangements with Plans in each calendar quarter. With respect
to Xxxx Xxxxx'x equity and balanced funds, this amount will be increased to an
annual rate of ___% upon each mutual fund's Board of Directors approval
regarding payment of up to ___% attributable to the Financial Intermediary Class
of Shares.
B. PRIMARY CLASS SHARES:
An annual rate as set forth below of the average net assets invested in all
shares of the Primary Class Shares of the Funds through all Aetna products
(including the business described in the Participation Agreement between ALIAC
and Distributor) in each calendar quarter:
AVERAGE NET ASSETS IN ALL PRIMARY ANNUAL RATE FOR
SHARES IN THE AGGREGATE EQUITY/BALANCED FUNDS
Amounts up to $100 million ___%
Amounts between $100-$250 million ___%
Amounts between $250-$400 million ___%
Amounts greater than $400 million ___%
AVERAGE NET ASSETS IN ALL PRIMARY ANNUAL RATE FOR FIXED
SHARES IN THE AGGREGATE FUNDS
Amounts up to $100 million ___%
Amounts between $100-$250 million ___%
Amounts between $250-$400 million ___%
Amounts greater than $400 million ___%
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EXHIBIT I
TO
SELLING AND SERVICES AGREEMENT
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 3(f) of the
Selling and Services 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 AIS 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 (3) 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 AIS or its affiliate by 6:30 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 AIS or its affiliate.
(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,
AIS or its affiliate will calculate the net purchase or redemption order
for each Fund. Orders for net purchases or net redemptions derived from
Instructions received by AIS 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 AIS' or its affiliate's compliance with the
foregoing, AIS or its affiliate will be considered the agent of the
Distributor and the Funds, and the Business Day on which Instructions are
received by AIS 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 AIS 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) AIS 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 AIS 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
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dividend accrual 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 AIS 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 AIS'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 AIS 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 to AIS 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. AIS 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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