Common use of Transmission of Instructions Clause in Contracts

Transmission of Instructions. (a) For each Business Day, Company shall transmit to PSERV Instructions received by the close of trading on the NYSE that day (the “Trade Date”) and after the close of trading on the NYSE on the immediately preceding Business Day. Company shall transmit such Instructions without modification, except for netting and/or aggregation, via the NSCC’s Defined Contribution Clearing and Settlement (“DCC&S”) Fund/SERV system no later than 9:00 A.M. Eastern Time on the next Business Day (“Trade Date + 1”). Notwithstanding the foregoing, to the extent Instructions are not transmitted to PSERV via the DCC&S Fund/SERV system, Company shall notify PSERV, and such Instructions shall be either (i) transmitted via facsimile or (ii) resubmitted via the DCC&S Fund/SERV system by no later than 9:00 A.M. Eastern Time on Trade Date + 1. (b) Instructions transmitted pursuant to Section 2(a) will receive the NAV for each Fund calculated on the Trade Date. (c) Company represents and warrants that (i) Company’s internal control structure over the processing and transmission of Instructions is suitably designed to help prevent or detect on a timely basis Instructions received by close of trading on the NYSE on the Trade Date (“Close of Trading”) from being aggregated with Instructions received after the Close of Trading, and to minimize errors that could result in late transmission of Instructions to the Funds (“Internal Control Procedures”); (ii) Company will review annually the adequacy of its Internal Control Procedures and will change and modify them as necessary to maintain their adequacy; and (iii) annually and upon request by PRM or PSERV, Company will provide PRM and PSERV with a description of its Internal Control Procedures and a certification from Company that they are adequate as of the most recent annual review.

Transmission of Instructions. (a) For On each Business Day, Company MHRS shall transmit to PSERV Company or Company’s agent the Instructions received by prior to the close of trading on the NYSE that day (the “Trade Date”) and the Instructions received after the close of trading on the NYSE on the immediately preceding Business Day. Company MHRS shall transmit such Instructions no later than 5:00 A.M. Eastern Time on the next Business Day (“Trade Date + 1”) without modification, except for netting and/or aggregation, via the NSCC’s Defined Contribution Clearing and Settlement (“DCC&S”) Fund/SERV system no later than 9:00 A.M. Eastern Time on the next Business Day (“Trade Date + 1”)system. Notwithstanding the foregoing, to the extent Instructions are not transmitted to PSERV Company or Company’s agent via the DCC&S Fund/SERV system, Company MHRS shall notify PSERV, Company or Company’s agent and such Instructions shall be either (i) estimated and transmitted via facsimile or (ii) resubmitted via the DCC&S Fund/SERV system by no later than 9:00 8:30 A.M. Eastern Time on Trade Date + 1. (b) Instructions transmitted pursuant to Section 2(a5(a) will receive the NAV for each Fund calculated on the Trade Date. The parties acknowledge and agree that as of the date of this Agreement there are not any loads, fees or restrictions that will be applicable in connection with the Plans transactions in the Funds hereunder. The Company agrees to notify MHRS as soon as reasonably practicable in the event any loads, fees and/or restrictions will become applicable in relation to the Plans transactions in the Funds. The parties further acknowledge and agree that any requirement that an Instruction be accompanied by a signature guarantee is waived. (c) MHRS agrees to make a reasonable business effort to provide the Company represents and warrants with advance notice of all large trade estimates that (i) Company’s internal control structure over it has received advance notice of from an applicable Plan, including orders relating to transactions outside the processing and transmission ordinary course of Instructions is suitably designed a Plan estimated to help prevent or detect on a timely basis Instructions received by close of trading on the NYSE on the Trade Date (“Close of Trading”) from being aggregated with Instructions received after the Close of Trading, and to minimize errors that could result in late transmission of Instructions to the Funds (“Internal Control Procedures”); (ii) Company will review annually the adequacy of its Internal Control Procedures and will change and modify them as necessary to maintain their adequacy; and (iii) annually and upon request by PRM or PSERV, Company will provide PRM and PSERV with a description of its Internal Control Procedures and a certification from Company that they are adequate as of the most recent annual reviewexceed $1 million.