THE LAZARD FUNDS, INC.
SERVICING AGREEMENT
Lazard Asset Management Securities LLC
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
We wish to enter into this Agreement with you for distribution and/or certain
other services with respect to shares (the "Shares") of the series of The Lazard
Funds, Inc. (the "Fund") set forth on Schedule A attached hereto, as such
Schedule may be revised from time to time (each, a "Series"), of which you are
the principal underwriter as defined in the Investment Company Act of 1940, as
amended (the "1940 Act").
The terms and conditions of this Agreement are as follows:
1. PROVISION OF SERVICES. We agree to provide reasonable assistance in
connection with the sale of the Shares and/or to provide shareholder and
administrative services for our clients who own Shares ("Clients") through
accounts in the Series (as specified on Schedule B attached hereto; each, an
"Account"). Such services are as specified on Schedule C attached hereto.
2. LIMITED AGENCY; OPERATIONAL PROCEDURES.
(a) You hereby appoint us as the Fund's agent for the limited
purpose of accepting Clients' purchase and redemption orders for Shares. Other
than as specifically provided herein, nothing in this Agreement shall be
construed to establish a joint venture between us or establish either of us as
an agent, partner or employee of the other, nor shall anything in this Agreement
be construed to establish us or the Fund as an agent, partner or employee of the
other.
(b) Client orders for the purchase or redemption of Shares through
the Accounts shall be processed in accordance with the Operating Procedures
specified on Schedule D attached hereto.
(i) We represent that we have adopted, and will at all
times during the term of this Agreement maintain, reasonable
and appropriate procedures ("Late Trading Procedures")
designed to ensure that any and all orders for the purchase,
sale or exchange of Shares communicated by us to you or the
Fund's transfer agent to be treated in accordance with
Schedule D as having been received on a Business Day (as
defined in Schedule D) have been received by us by the Close
of Trading (as defined in Schedule D) on such Business Day and
were not modified after the Close of Trading, and that all
Share orders received from Clients but not rescinded by the
Close of Trading were communicated to you or the Fund's
transfer agent as received for that Business Day.
(ii) Each transmission of Share orders by us shall
constitute a representation by us that such orders are
accurate and complete and are as received by us by the Close
of Trading on the Business Day for which the order is to be
priced and that such transmission includes all Share orders
received from Clients but not rescinded by the Close of
Trading.
(iii) We will provide you with (A) a copy of our Late
Trading Procedures and (B) such certifications and
representations regarding our Late Trading Procedures as you
may reasonably request. We will ensure the ability of
appropriate regulatory authorities to obtain information and
records relating to our Late Trading Procedures and the
ability of you and the Fund or your agents to inspect our
records and facilities regarding compliance with our Late
Trading Procedures. We will notify you in writing of any
material change in our Late Trading Procedures within 60 days
of such change.
3. OFFERING OF SHARES. In no way shall the provisions of this Agreement
limit your or the Fund's authority and discretion to take such action as you or
it may deem appropriate or advisable, without notice, in connection with all
matters relating to the operation of the Fund or any Series and the sale of
Shares, including the right to suspend sales or withdraw the offering of Shares
of one or more Series. You will advise us of any U.S. states and other U.S.
jurisdictions where the Shares are not qualified for sale.
4. ADVERTISING MATERIALS AND SALES LITERATURE; FUND DOCUMENTATION.
(a) We agree that neither we nor any of our employees or agents
are authorized to make any statement or representation concerning the Shares
except those contained (i) in the relevant Series' then-current prospectus
and/or statement of additional information, as amended or supplemented
(collectively, the "Prospectus"), copies of which will be supplied by you to us,
or (ii) in such advertising material or sales literature as may be supplied by
you or authorized by you in writing. We understand that any supplemental sales
literature, if distributed, must be preceded or accompanied by the relevant
Series' then-current prospectus. Advertising material and sales literature
provided by you that are designated as being for broker-dealer use only may not
be disseminated to the public.
(b) You shall, as applicable, provide us upon request reasonably
sufficient copies, at a single address, of: Prospectuses, proxy or information
statements, shareholder reports and any other materials required to be delivered
to record holders of Shares (collectively, "Fund Documentation"). Neither you
nor the Fund shall be responsible for the cost of distributing such materials to
Clients.
(c) Each party will provide the other party with such information
or documentation necessary for the other party to fulfill its obligations
hereunder and such other information or documentation as each party may
reasonably request, and each party is entitled to rely on any written records or
instructions provided to it by the other party.
5. FEES. In consideration of the services described herein, we shall be
entitled to receive from you fees at the annual rate and frequency set forth on
Schedule A, paid based on the average daily net asset value of Clients' Shares
held during relevant period (computed in the manner specified in the Fund's
charter documents and Prospectus). Our acceptance of any fees for such services
shall constitute our representation (which shall survive any payment of such
fees and any termination of this Agreement and shall be reaffirmed at each
acceptance) that our receipt of such fees is lawful.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS. The following
representations, warranties and covenants are in addition to those made
elsewhere in this Agreement.
(a) Each party hereto hereby represents, warrants and covenants,
as applicable, to the other party that:
-2-
(i) it will comply with all laws, rules and regulations
of governmental authorities and regulatory agencies applicable
to it by virtue of entering into and performing this
Agreement;
(ii) the execution, performance and delivery of this
Agreement by it will not violate any of its contractual
obligations or any applicable laws, rules and regulations of
governmental authorities and regulatory agencies;
(iii) it has full power and authority under applicable law,
and has taken all necessary actions, to enter into and perform
this Agreement; the person executing this Agreement on its
behalf is duly authorized and empowered to execute and deliver
this Agreement; and this Agreement constitutes its legal,
valid and binding obligation, enforceable against it in
accordance with its terms; and
(iv) no consent or authorization of, filing with, or other
act by or in respect of any governmental authority is required
in connection with the execution, delivery, performance,
validity or enforceability of this Agreement.
(b) You hereby represent and warrant to us that:
(i) you are duly registered as a broker-dealer pursuant
to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and
(ii) the Fund is registered as an investment company under
the 1940 Act and the Shares are registered under the
Securities Act of 1933, as amended.
(c) We hereby represent, warrant and covenant to you, as
applicable, that:
(i) if we are not registered as a broker-dealer pursuant
to the Exchange Act, we are not required to be so registered
in order to perform the services specified in this Agreement;
(ii) if we are not registered as a transfer agent pursuant
to the Exchange Act, we are not required to be so registered
in order to perform the services specified in this Agreement;
(iii) if we are required to be a member of the National
Association of Securities Dealers, Inc. (the "NASD"), we are a
member in good standing and will comply with the NASD's
Conduct Rules, including any requirements as to suitability of
Shares for Clients;
(iv) we will not be a "fiduciary" with respect to the
performance of this Agreement for any Plan, as such term is
defined in Section 3(21) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975
of the Internal Revenue Code of 1986, as amended (the "Code");
(v) our receipt of fees under and the performance of the
services specified in this Agreement will not constitute a
non-exempt "prohibited transaction" as such term is defined in
Section 406 of ERISA and Section 4975 of the Code;
-3-
(vi) we have full authority to act on behalf of Clients in
the manner contemplated by this Agreement, and each time we so
act we shall be deemed to have restated this representation
and warranty;
(vii) we will impose any applicable redemption fee as
described in the Fund's prospectus;
(viii) we will not enter into any arrangements, formal or
informal, with any Client to permit or facilitate the use of
market timing or excessive trading strategies, we have
implemented reasonable procedures to monitor for such
activities, and we will cooperate with your reasonable
requests in taking steps to deter and to detect the use of
market timing or excessive trading strategies by any Client,
including providing identity information (solely for the
purpose of deterring and detecting the use of market timing or
excessive trading strategies by Clients) and other information
you reasonably request; and
(ix) we will maintain insurance coverage issued by a
qualified insurance carrier appropriate in light of our duties
under this Agreement.
7. CLIENT INFORMATION.
(a) Each party agrees that it will comply with all applicable laws
and regulations relating to consumer privacy ("Privacy Law") and that it is
prohibited from using or disclosing any nonpublic personal information (as
defined in Regulation S-P, or any similar term or terms as defined in other
applicable Privacy Law, "Client Information") received from the other party
other than (i) as required by law, regulation or rule; (ii) as permitted in
writing by the disclosing party; (iii) to its affiliates; or (iv) as necessary
to perform this Agreement or to service Clients, in each case in compliance with
the reuse and redisclosure provisions of Privacy Law. Each party shall use its
best efforts to (A) cause its employees and agents to be informed of and to
agree to be bound by Privacy Law and the provisions of this Agreement and (B)
maintain physical, electronic and procedural safeguards reasonably designed to
protect the security, confidentiality and integrity of, and to prevent
unauthorized access to or use of, Client Information.
(b) We have adopted and implemented compliance policies and
procedures to comply with all money laundering and currency transaction
reporting laws, regulations, requirements and guidance applicable to the Fund or
to us (if applicable, as record holder of Fund shares for which we maintain
information regarding beneficial holders of Fund shares), including those
relating to Client identification and verification; monitoring for Specially
Designated Nationals and Blocked Persons named on the U.S. Treasury Department's
Office of Foreign Assets Control list or other similar governmental lists;
suspicious activity reporting; and recordkeeping requirements (collectively,
"AML Requirements"), and with any "money laundering" guidelines as may be
provided by you or the Fund or agreed with you and the Fund. We will ensure the
ability of federal examiners to obtain information and records relating to AML
Requirements and the ability of you and the Fund or your agents to inspect our
records and facilities regarding compliance with AML Requirements.
(c) We will provide you with such information, representations and
certifications regarding compliance with AML Requirements as you may reasonably
request.
(d) We will notify you if any of our representations with respect
to our compliance with AML Requirements ceases to be true.
-4-
8. INDEMNIFICATION; ADJUSTMENTS.
(a) You shall release, indemnify and hold harmless us and each of
our affiliates, trustees, directors, members, officers, employees and agents
from and against any and all losses, claims, damages, demands, actions,
liabilities, costs and expenses (including reasonable attorneys' fees)
("Losses") arising out of or attributable to (i) any material misstatements in
or omissions of material facts from any Prospectus, periodic report, or proxy
statement of the Fund or any advertising material or sales literature supplied
by you or the Fund or (ii) any breach by you of any representation, warranty or
covenant made by you in this Agreement.
(b) We shall release, indemnify and hold harmless you and the Fund
and each of your or the Fund's affiliates, directors, members, officers,
employees and agents (the "Lazard Indemnitees") from and against any and all
Losses arising out of or attributable to (i) our bad faith, negligence or
willful misconduct in the performance of our duties and obligations under this
Agreement; (ii) any breach by us of any representation, warranty or covenant
made by us in this Agreement; (iii) any statement or representation that we or
our agents or employees make concerning the Fund that is inconsistent with the
Prospectus or advertising material or sales literature supplied by you or
authorized by you in writing; and (iv) any sale of the Shares outside of the
U.S. or in any U.S. state or other U.S. jurisdiction where you have indicated to
us that the Shares were not properly qualified for sale.
(c) We agree not to seek a net asset value per Share of a Series
as of a time other than the next calculated net asset value per Share following
our receipt of a Client order ("As of Trade") or to cancel or change a
previously placed Account order without the prior approval of the Fund. We
acknowledge that the Fund shall have complete and sole discretion as to whether
or not to accept an As of Trade or to make a cancellation or change. If an As of
Trade is authorized by the Fund to be processed as of a particular Business Day
(as defined in Schedule D), we hereby warrant that such trade relates only to
Client orders received by us by the Close of Trading (as defined in Schedule D)
on that Business Day.
(d) In the event that we (i) with approval of the Fund, place an
As of Trade other than to correct your or the Fund's error, (ii) place or adjust
trades after the latest time for the placement of orders through the Fund/SERV
service of the National Securities Clearing Corporation (the "NSCC") or, for
manual transactions, the Order Deadline (as defined in Schedule D), or (iii)
fail to settle trades in the manner described on Schedule D, we do hereby
release, indemnify and hold harmless the Lazard Indemnitees from and against any
and all Losses any of them may incur which arise out of or are attributable to
such actions.
(e) We understand that, in accordance with established Fund
procedures for correction of errors in the computation of the net asset value of
Shares, the Fund or its agent will make adjustments to the number of Shares
owned in the Accounts and distribute underpayments to us for credit to the
Accounts. If we, on behalf of Clients, receive amounts in excess of the amounts
to which we otherwise would have been entitled in the absence of any error in
the computation of the net asset value of Shares or otherwise as a result of an
error of the Fund or its agent, we will use best efforts to collect such amounts
from Clients. If, after such efforts, we are not able to recover all of such
overpayment, we will cooperate with your or the Fund's attempt to recover any
portion of the overpayment, including providing you or the Fund with information
reasonably available to us as to the identity of the Client(s) from whom the
remainder has not been recovered.
(f) In no event shall either party be liable for special,
consequential or incidental damages.
-5-
9. NON-EXCLUSIVITY. You and we acknowledge and agree that this Agreement
and the arrangements described herein are intended to be non-exclusive and that
each of us may enter into similar agreements and arrangements with other
entities.
10. TERM.
(a) We acknowledge that this Agreement shall become effective as
of the date indicated by you below. We understand that if our compensation is
subject (as indicated on Schedule A) to the Fund's plan adopted pursuant to Rule
12b-1 under the 1940 Act (the "12b-1 Plan"), as to each Series, this Agreement:
(i) shall continue until the last day of the calendar year of execution and
thereafter shall continue automatically for successive annual periods ending on
the last day of each calendar year, provided such continuance is approved at
least annually by a vote of a majority of the Fund's Board and the Board members
who are not "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund and
have no direct or indirect financial interest in the operation of the 12b-1 Plan
or any agreement related to the 12b-1 Plan ("Independent Board Members"), cast
in person for the purpose of voting on such approval; (ii) is terminable without
penalty, at any time, by vote of a majority of the Independent Board Members;
(iii) is terminable on not more than 60 days' written notice by vote of holders
of a majority of the Series' outstanding voting securities (as defined in the
1940 Act); and (iv) is terminable upon 15 days' notice by you. If our
compensation is not subject to a 12b-1 Plan, either party may terminate this
Agreement on 15 days' notice to the other party.
(b) You shall have the right to terminate this Agreement, without
prior notice, if: (i) we or any of our registered principals become the subject
of any investigation or disciplinary action by any governmental, regulatory or
judicial authority that has resulted, or for which it appears reasonably likely
will result, in the loss or suspension of any required registration, membership
or license; (ii) our ability to perform our obligations under this Agreement has
become or is reasonably likely to become impaired; (iii) we otherwise breach any
of the representations, warranties or covenants set forth in this Agreement;
(iv) we fail to perform the services contemplated by this Agreement; or (v) if
our compensation is subject to the 12b-1 Plan, if the 12b-1 Plan is terminated
by the Fund's Board, or the 12b-1 Plan, or any part thereof, is found invalid or
is ordered terminated by any regulatory or judicial authority.
(c) This Agreement will terminate automatically in the event of
its assignment (as defined in the 1940 Act).
11. COMPLETE AGREEMENT; AMENDMENT.
(a) This Agreement and the Schedules hereto (which are incorporated by
reference) contain the full and complete understanding between the parties with
respect to the matters covered and contemplated hereunder and supersede all
prior agreements or understandings between the parties relating to the subject
matter hereof, whether oral or written, express or implied.
(b) No modification or waiver of any provisions of this Agreement will be
binding unless in writing and executed by the party to be bound thereby, except
that, notwithstanding anything in this Agreement to the contrary, our placement
of an order to purchase Shares subsequent to our receipt of written notice of
amendment of Schedule A by you shall constitute our agreement to the amendment.
12. NOTICES. All communications to you shall be sent to you at the address
set forth above, attention: Lazard Asset Management LLC, Director, Legal
Affairs. Any notice to us shall be duly given if delivered (via hand delivery,
commercial courier service or certified mail) or sent by confirmed facsimile to
us at the address or number set forth below.
-6-
13. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of New York, without giving effect to conflict of laws
principles.
14. SURVIVAL. The provisions of sections 7, 8 and 14 (and any other
provisions expressly stating their survival) will survive the termination of the
Agreement.
Very truly yours,
Date: By:
------------------ -----------------------------------------------
Name:
Title:
PLEASE RETURN TWO SIGNED COPIES OF THIS AGREEMENT TO LAZARD ASSET MANAGEMENT
SECURITIES LLC. UPON ACCEPTANCE, ONE COUNTERSIGNED COPY WILL BE RETURNED FOR
YOUR FILES.
Accepted:
LAZARD ASSET MANAGEMENT SECURITIES LLC
Date: By:
------------------ -----------------------------------------------
Name:
Title:
-7-
SCHEDULE A
OPEN SHARES
ANNUAL PERCENTAGE
RATE (PAID
NAME OF SERIES CUSIP MONTHLY)*
-------------- ----- ---------
Lazard Emerging Markets Portfolio ▇▇▇▇▇▇▇▇▇ 0.25%
Lazard Equity Portfolio ▇▇▇▇▇▇▇▇▇ 0.25%
Lazard High Yield Portfolio ▇▇▇▇▇▇▇▇▇ 0.25%
Lazard International Equity Portfolio ▇▇▇▇▇▇▇▇▇ 0.25%
Lazard International Equity Select Portfolio ▇▇▇▇▇▇▇▇▇ 0.25%
Lazard International Small Cap Portfolio ▇▇▇▇▇▇▇▇▇ 0.25%
Lazard Mid Cap Portfolio ▇▇▇▇▇▇▇▇▇ 0.25%
Lazard Small Cap Portfolio ▇▇▇▇▇▇▇▇▇ 0.25%
Lazard U.S. Strategic Equity Portfolio ▇▇▇▇▇▇▇▇▇ 0.25%
Lazard U.S. Equity Value Portfolio [__________] 0.25%
Lazard International Strategic Equity Portfolio [__________] 0.25%
-------------------------------
* Payment is subject to continued effectiveness of the 12b-1 Plan. We
understand that the Fund's Board will review, at least quarterly, a
written report of the amounts expended pursuant to this Agreement and
the purposes for which such expenditures were made. In connection with
such reviews, we will furnish you or your designees with such
information or reports as you or they may reasonably request, which
reports shall be accurate and complete.
INSTITUTIONAL SHARES
ANNUAL PERCENTAGE
RATE
NAME OF SERIES * CUSIP (PAID QUARTERLY)
-------------- ----- ----------------
Lazard Emerging Markets Portfolio ▇▇▇▇▇▇▇▇▇
Lazard Equity Portfolio ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Lazard International Equity Portfolio ▇▇▇▇▇▇▇▇▇
Lazard International Equity Select Portfolio ▇▇▇▇▇▇▇▇▇
Lazard International Small Cap Portfolio ▇▇▇▇▇▇▇▇▇
Lazard Mid Cap Portfolio ▇▇▇▇▇▇▇▇▇
Lazard Small Cap Portfolio ▇▇▇▇▇▇▇▇▇
Lazard U.S. Strategic Equity Portfolio ▇▇▇▇▇▇▇▇▇
Lazard U.S. Equity Value Portfolio [ ]
Lazard International Strategic Equity Portfolio [ ]
SCHEDULE B
OMNIBUS ACCOUNTS
o We will maintain sub-accounts for each Client through one or more
omnibus or master Accounts in each Series.
o We will perform all sub-accounting for Clients investing in Shares
through the Accounts.
o We will be responsible for all administration and maintenance of our
Clients' investments in Shares through the Accounts.
o We will provide to you, by the tenth day of each calendar quarter, (a)
a report which indicates the number of Clients holding Shares of a
Series through each Account as of the last day of the prior month and
(b) such other information as you or your designee may reasonably
request.
SCHEDULE B
NETWORKING
o Each party (a) represents that it has executed the NSCC's standard
Networking Agreement (the "Networking Agreement") and (b) agrees to
perform all duties assigned to it by the NSCC and to conduct its
activities in accordance with the rules, regulations, policies and
procedures of the NSCC, as applicable.
o The terms of the Networking Agreement shall be incorporated by
reference herein. The term "Firm" as used in the Networking Agreement
shall refer to us, and the term "Fund Agent" as used in the Networking
Agreement shall refer to you.
o Each party agrees that its responsibilities with respect to accounts
maintained through Networking shall be allocated in accordance with the
Matrix Level agreed between the parties.
SCHEDULE C
SERVICES
We shall be responsible for the following, unless an item is the responsibility
of you or the Fund pursuant to the relevant Matrix Level for Accounts maintained
through Networking:
1. establishing and maintaining the Accounts;
2. accepting orders for the purchase and redemption of Shares and
transmitting such orders to you;
3. tracking, collecting from Clients and remitting to you any applicable
redemption fee to be deducted from Clients' Share redemption proceeds
in accordance with the Prospectus;
4. disbursing dividends and distributions to Clients and/or arranging for
reinvestment in Shares;
5. delivering Fund Documentation to Clients and prospective Clients as
required by applicable law;
6. providing Clients with a schedule of services and any fees that we may
charge Clients directly for such services;
7. maintaining a record of each Client's name, address (including zip
code) and taxpayer identification number; the time, date and price for
all Share transactions; and the number of Shares held by such Client;
8. preparing, filing and transmitting all federal, state and local
government returns and reports as required by law;
9. providing the Fund or its designee with Account registration and other
information and updates to such information, including addresses, tax
identification numbers, tax withholding information and the selection
of Account options and privileges (registration information must be
received prior to any trade activity and the Fund may reject any form
of pending registration);
10. monitoring and maintaining Client accounts, including verifying account
information and documentation and delivering confirmations in
compliance with Rule 10b-10 under the Exchange Act;
11. as required by law, preparing and transmitting to Clients periodic
account statements showing, among other appropriate information, the
total number of Shares owned and the net asset value of Shares as of
the statement closing date, purchases and redemptions of Shares during
the period and other distributions during the statement period (whether
paid in cash or reinvested);
12. making our employees available during normal business hours to consult
with you or your designees concerning the performance of our
responsibilities under this Agreement; and
13. maintaining all other records as required by law.
We also shall perform some or all of the following services:
1. marketing, advertising and distributing Shares in accordance with this
Agreement;
2. answering Client inquiries about the Fund;
3. assisting Clients in changing dividend options and other account
designations and addresses;
4. integrating Client statements with those of other transactions and
balances in Clients' other accounts serviced by us;
5. arranging for bank wires; and
6. providing such other information and services as the Fund reasonably
may request, to the extent we are permitted by applicable law, rule or
regulation.
SCHEDULE D
OPERATING PROCEDURES
GENERAL
o Orders that we receive from Clients by the close of regular trading
(the "Close of Trading") on the New York Stock Exchange (the "NYSE")
(usually 4:00 p.m., Eastern time) on each day on which a Series
calculates its net asset value (as described in the Prospectus, a
"Business Day") shall be treated by you and us as though received on
that Business Day. Orders that we receive after the Close of Trading
shall be treated by you and us as though received on the next Business
Day. All orders are subject to acceptance or rejection in the sole
discretion of you and/or the Fund or its agent, and orders shall be
effective only upon receipt in proper form.
o You will use commercially reasonable efforts to make available to us
each Series' net asset value per share on each Business Day as soon as
reasonable practicable after calculation--usually 6:30 p.m., Eastern
time.
o The Fund or its agent will furnish notice of the declaration of any
dividends or distributions payable by the Fund's Series. This
information will include the record and payable dates.
o Dividends and distributions will be automatically reinvested at net
asset value in accordance with the Prospectus unless otherwise
instructed by us.
FOR TRANSACTIONS THROUGH THE NSCC'S FUND/SERV SERVICE
o Each party (a) represents that it has entered into a membership
agreement with the NSCC and it is eligible to participate in the NSCC's
Fund/SERV system and (b) agrees to perform all duties assigned to it by
the NSCC and to conduct its activities in accordance with the rules,
regulations, policies and procedures of the NSCC, as applicable.
o We shall use our best efforts to transmit all Account transactions
through Fund/SERV by 8:00 p.m., Eastern time each Business Day or, if
we are using the Defined Contribution Clearing Service of the NSCC
("DCCS") and use the settlement override indicator, 6:00 a.m. on the
next Business Day ("T+1"). If we fail to transmit such transactions
through Fund/SERV by 12:00 a.m., Eastern time on T+1, or, if we are
using DCCS and use the settlement override indicator, by 6:00 a.m. on
T+1, we shall notify you by 9:00 a.m., Eastern time on T+1 of such
failure.
FOR MANUAL TRANSACTIONS
Unless processed using the NSCC's Fund/SERV interfaces in the customary manner
as prescribed by the NSCC, operational responsibilities will be executed as
follows:
o For trades placed on T+1 for investment at the prior Business Day's net
asset value:
(a) Trade orders for the Accounts must be communicated to you by
us prior to 9:00 a.m., Eastern time on T+1 (the "Order
Deadline") in the manner agreed between the parties;
(b) We will wire, or arrange for the wire of, the purchase price
of each purchase order to the Funds' custodian (the
"Custodian") as you shall direct in writing so that either (i)
such funds are received by the Custodian prior to 11:30 a.m.,
Eastern time on T+1, or (ii) we provide you or your designee a
federal funds wire system reference number prior to 11:30
a.m., Eastern time on T+1 evidencing the entry of the wire
transfer of the purchase price prior to such time; and
(c) You or your designee shall transmit by wire the proceeds of
net redemption orders placed by the Order Deadline by us to
the appropriate custodial account.
o You will make available confirmations of each executed trade the next
Business Day following receipt of the trade from us. We shall promptly
inform you of any discrepancies.
o You will make Account statements available no less frequently than each
calendar quarter.
