Intermediary Outages Clause Samples

Intermediary Outages. In the case of any interruptions to the transmission or receipt of Orders through Fund/SERV that are due to problems or errors at the Intermediary (an “Intermediary Outage”), the following procedures shall be followed: (a) The Intermediary shall immediately notify Vanguard’s NSCC Services Unit at (▇▇▇) ▇▇▇-▇▇▇▇ of the Intermediary Outage. (b) If the Intermediary will not be able to submit Orders to Vanguard by NSCC Cycle 11 on T+1 (received by Vanguard at approximately 9:00 a.m. Eastern time), the Intermediary will call Vanguard’s NSCC Services Unit at (▇▇▇) ▇▇▇-▇▇▇▇ not later than 8:30 a.m. Eastern time on T+1 in order to notify Vanguard of the Intermediary Outage and to provide aggregated net purchase or redemption information, by VVIF Portfolio, with respect to the Orders corresponding to Instructions and Account transaction directions received on T. If possible, the Intermediary will submit the Orders corresponding to Instructions and Account transaction directions received on T, that could not previously be transmitted via Fund/SERV, via NSCC Cycle 12 on T+1 (received by Vanguard at approximately 10:00 a.m. Eastern time); otherwise, the Intermediary will submit such Orders, with all appropriate details, via facsimile to (▇▇▇) ▇▇▇-▇▇▇▇ not later than 10:00 a.m. Eastern time on T+1. (c) If any correction or termination of the Intermediary Outage results in the duplicate transmission via Fund/SERV of Orders previously submitted to Vanguard via the manual process outlined in Part B, Section 1(b) above, the Intermediary will be responsible for any costs or losses associated with the cancellation of such duplicate Orders unless the Intermediary calls Vanguard’s NSCC Services Unit at (▇▇▇) ▇▇▇-▇▇▇▇ not later than 10:00 a.m. Eastern time on T+1 and provides sufficient information with respect to the duplicated Orders to enable Vanguard to cancel the manually submitted Orders. In such event, the Orders transmitted via Fund/SERV, if timely received by Vanguard, shall be processed by Vanguard in accordance with its usual procedures set forth in Part A.