Common use of Transactions in Shares Clause in Contracts

Transactions in Shares. (a) You agree that your transactions in Shares of the Funds will be limited to (i) the purchase of Shares from us for resale to your customers at the public offering price then in effect or for your own bona fide investment, (ii) exchanges of Shares between Funds, as permitted by the Funds’ then current Prospectuses and in accordance with procedures as they may be modified by us from time to time, and (iii) transactions involving the redemption of Shares by a Fund. Redemptions by a Fund will be effected in the manner and upon the terms described in the Prospectus and pursuant to any procedures that we provide to you from time to time. We will, upon your request, assist you in processing such orders for redemptions. (b) You may instruct the Funds’ transfer agent to register purchased shares in your name and account as nominee for your customers on an omnibus basis. If you hold Shares as nominee for your customers, all Prospectuses, proxy statements, periodic reports, and other printed material will be sent to you, and all confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all customers for whose account you hold any Shares as nominee. However, we or the transfer agent on behalf of itself or the Funds will be responsible for the costs associated with your forwarding such printed material, confirmations, and communications. You will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account you hold any Shares as nominee. (c) If you are a Bank, with respect to any and all transactions in Shares of the Funds pursuant to this Agreement, it is understood and agreed in each case that unless otherwise agreed to by us in writing: (i) you shall be acting solely as agent for the account of your customer; (ii) each transaction shall be initiated solely upon the order of your customer; (iii) we shall execute transactions only upon receiving instructions from you acting as agent for your customer; (iv) as between you and your customer, your customer will have full beneficial ownership of all Shares; and (v) each transaction shall be for the account of your customer and not for your account.

Transactions in Shares. (a) You agree that your transactions in Shares of the Funds will be limited to (i) the purchase of Shares from us for resale to your customers at the public offering price then in effect or for your own bona fide investment, (ii) exchanges of Shares between Funds, as permitted by the Funds’ ' then current Prospectuses and in accordance with procedures as they may be modified by us from time to time, and (iii) transactions involving the redemption of Shares by a Fund. Redemptions by a Fund will be effected in the manner and upon the terms described in the Prospectus and pursuant to any procedures that we provide to you from time to time. We will, upon your request, assist you in processing such orders for redemptions. (b) You may instruct have entered into a separate written agreement to facilitate the Funds’ transfer agent to register purchased shares in your name and transmission of information regarding customer accounts through the NETWORKING system of the National Securities Clearing Corporation ("NSCC"). You agree that each such account as nominee for your customers on an omnibus basis. If you hold Shares as nominee for your customers, all Prospectuses, proxy statements, periodic reports, and other printed material will be sent to you, and all confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material, confirmations, and communications, or maintained through the information contained therein, to all customers for whose account you hold any Shares as nominee. However, we or the transfer agent on behalf of itself or the Funds will be responsible for the costs associated with your forwarding such printed material, confirmations, and communications. You will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account you hold any Shares as nomineeNSCC's NETWORKING system at matrix level 3. (c) If you are a Bank, with respect to any and all transactions in Shares of the Funds pursuant to this Agreement, it is understood and agreed in each case that unless otherwise agreed to by us in writing: (i) you shall be acting solely as agent for the account of your customer; (ii) each transaction shall be initiated solely upon the order of your customer; (iii) we shall execute transactions only upon receiving instructions from you acting as agent for your customer; (iv) as between you and your customer, your customer will have full beneficial ownership of all Shares; and (v) each transaction shall be for the account of your customer and not for your account; and (vi) we will serve as a clearing broker for you on a fully disclosed basis, and you shall serve as the introducing agent for your customers' accounts.

Transactions in Shares. (a) You agree A. The Financial Intermediary agrees that your transactions in Shares neither the Funds, JPMDS nor any of the Funds their affiliates or agents will be limited have any responsibility or liability to review any purchase or redemption request which is presented by Financial Intermediary (i) to determine whether such request is genuine or authorized by the purchase of Shares from us for resale to your customers at the public offering price then in effect Customer or for your own bona fide investment, (ii) exchanges to determine the suitability of Shares between a particular Fund or Class for such Customer. The Funds, as permitted JPMDS and their affiliates and agents will be entitled to rely conclusively on any purchase or redemption request communicated to the Funds by the Funds’ then current Prospectuses and in accordance with procedures as they may be modified by us from time to timeFinancial Intermediary, and (iii) transactions involving will have no liability whatsoever for any losses, claims or damages to or against Financial Intermediary or any Customer resulting from the redemption failure of Shares by a Fund. Redemptions by a Fund will be effected in the manner and upon the terms described in the Prospectus and pursuant Financial Intermediary to transmit any procedures that we provide to you from time to time. We will, upon your such request, assist you or from any errors contained in processing such orders for redemptionsany request. (b) You may instruct the Funds’ transfer agent to register purchased shares B. The parties agree that in your name and account as nominee for your customers on an omnibus basis. If you hold Shares as nominee for your customers, all Prospectuses, proxy statements, periodic reports, and other printed material will be sent to you, and all confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all customers for whose account you hold any Shares as nominee. However, we or the transfer agent on behalf of itself or the Funds will be responsible for the costs associated with your forwarding such printed material, confirmations, and communications. You will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account you hold any Shares as nominee. (c) If you are a Bank, with respect to any and all transactions in Shares of the Funds pursuant to performing its services under this Agreement, it is understood and agreed in each case that unless otherwise agreed to by us in writing: (i) you shall be Except with regard to certain MMFs, as set forth in Section 4 of Schedule E of this Agreement, Financial Intermediary is acting solely as agent for the account Customer and covenants and agrees to comply with all applicable terms and conditions of your customerthe Registration Statement; (ii) the Customer is for all purposes the customer of Financial Intermediary; (iii) each transaction shall be is initiated solely upon the order of your customer; (iii) we shall execute transactions only upon receiving instructions from you acting as agent for your customerthe Customer; (iv) as between you Financial Intermediary and your customerthe Customer, your customer the Customer will have full beneficial ownership of all Shares; and (v) each transaction shall be for the account of your customer the Customer and not for your Financial Intermediary’s account; (vi) each transaction shall be without recourse to Financial Intermediary provided that Financial Intermediary acts in accordance with the terms of this Agreement; and (vii) Except for the limited purpose of receiving orders to purchase, redeem or exchange Shares (“Orders”) for Share transactions from its customers as described in Schedule E of this Agreement or with respect to redemptions for certain MMFs of customers who do not qualify as natural persons, as set forth in Schedule E of this Agreement, Financial Intermediary shall be deemed an independent contractor and shall have no authority to act as agent for JPMDS or the Funds. C. JPMDS and the Funds reserve the right to reject any purchase request in their sole discretion.

Transactions in Shares. (a) You agree Dealer agrees that your transactions in Shares of the Funds will be limited to (i) payment for orders it submit for the purchase of Shares will be made in accordance with the terms of the Prospectus. Dealer acknowledges and agree that the then-current price per Share, which is equal to the NAV per share for the applicable class of Shares, will generally not be known until after the acceptance of subscriptions by the Fund in accordance with the terms of the Prospectus. The Parties thus each acknowledge and agree that purchase orders for Shares will be made and accepted for an amount based on the then-current NAV per Share for the applicable class of Shares, with the number of Shares to be credited to an investor’s account determined upon finalization of the then-current NAV. If payment for any purchase order is not received in accordance with the terms of the Prospectus, the Fund reserves the right, without notice, to cancel the sale. In this event or in the event that Dealer cancels the trade for any reason, Dealer agrees to be responsible for any loss resulting to the Fund or to Distributor from us its failure to make payments as aforesaid. Dealer shall not be entitled to any gains generated thereby. Dealer acknowledges that tender offers for resale to your customers at the public offering price then in effect repurchase of Shares are (i) currently the only method by which Shares may be repurchased or for your own bona fide investmentredeemed by the Fund, (ii) exchanges there is no guarantee that any tender offer will be made nor the amount or terms of Shares between Fundssuch possible tender offers, as permitted and (iii) any tender offers, if made, will be made subject to the terms summarized in the Prospectus and tender offer documents provided by the Funds’ then current Prospectuses Fund and in accordance with procedures as they may approved by the Board. Dealer expressly acknowledges that Shares will not be modified repurchased by us Distributor or the Fund (other than through tender offers from time to time, and (iii) transactions involving the redemption of if any), that there is no guarantee that any Shares by a Fund. Redemptions by a Fund tendered will be effected repurchased by the Fund, and that no secondary market for the Shares exists currently or is expected to develop. If a tender offer is made by the Fund, Dealer agrees to transmit to its customers the appropriate documentation for such offers to its customers and participate in the manner and upon tender offer process in accordance with the terms described in of the Prospectus and pursuant any tender offer documents applicable to any procedures that we provide to you from time to time. We will, upon your request, assist you in processing such orders for redemptionsoffer. (b) You may instruct the Funds’ transfer agent to register purchased shares in your name and account as nominee for your customers on an omnibus basis. If you hold Shares as nominee for your customers, all Prospectuses, proxy statements, periodic reports, and other printed material will be sent to you, and all confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all customers for whose account you hold any Shares as nominee. However, we or the transfer agent on behalf of itself or the Funds will be responsible for the costs associated with your forwarding such printed material, confirmations, and communications. You will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account you hold any Shares as nominee. (c) If you are a Bank, with respect to any and all transactions in Shares of the Funds pursuant to this Agreement, it is understood and agreed in each case that unless otherwise agreed to by us in writing: (i) you shall be acting solely as agent for the account of your customer; (ii) each transaction shall be initiated solely upon the order of your customer; (iii) we shall execute transactions only upon receiving instructions from you acting as agent for your customer; (iv) as between you and your customer, your customer will have full beneficial ownership of all Shares; and (v) each transaction shall be for the account of your customer and not for your account.

Transactions in Shares. (a) You agree that your transactions in Shares of the Funds Fund will be limited to (i) the purchase of Shares from us for resale to your customers at the public offering price then in effect or for your own bona fide investment, (ii) exchanges of Shares between Fundsthe Fund and other Family Funds (as defined in the Fund’s Prospectus), as permitted by the Funds’ Fund’s then current Prospectuses Prospectus and in accordance with procedures as they may be modified by us from time to time, and (iii) transactions involving the redemption of Shares by a the Fund. Redemptions by a the Fund will be effected in the manner and upon the terms described in the Prospectus and pursuant to any procedures that we provide to you in writing in advance from time to time. We will, upon your request, assist you in processing such orders for redemptions. (b) You may instruct agree that your transactions in Shares of the Funds’ transfer agent to register purchased shares in your name Fund will comply with all applicable terms and account as nominee for your customers on an omnibus basis. If you hold Shares as nominee for your customersconditions of the Fund’s then current Prospectus, all Prospectusesincluding, proxy statementsbut not limited to, periodic reportsthe placing or processing of purchase, redemption, and other printed material will be sent to you, exchange orders and all confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all customers for whose account you hold any Shares as nominee. However, we or the transfer agent on behalf of itself or the Funds will be responsible for the costs associated with your forwarding such printed material, confirmations, and communications. You will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account you hold any Shares as nomineetiming thereof. (c) You have entered into a separate written agreement to facilitate the transmission of information regarding customer accounts through the NETWORKING system of the National Securities Clearing Corporation (“NSCC”). You agree that each such account will be maintained through the NSCC’s NETWORKING system at one or more of the matrix ▇▇▇▇▇▇ ▇, ▇, ▇, ▇, ▇. (▇) If you are a Bank, with respect to any and all transactions in Shares of the Funds Fund pursuant to this Agreement, it is understood and agreed in each case that unless otherwise agreed to by us in writing: (i) you shall be acting solely as agent for the account of your customer; (ii) each transaction shall be initiated solely upon the order of your customer; (iii) we shall execute transactions only upon receiving instructions from you acting as agent for your customer; (iv) as between you and your customer, your customer will have full beneficial ownership of all Shares; and (v) each transaction shall be for the account of your customer and not for your account; and (vi) we will serve as a clearing broker for you on a fully disclosed basis, and you shall serve as the introducing agent for your customers’ accounts.

Transactions in Shares. (a) You agree that your transactions in Shares of the Funds will be limited to (i) the purchase of Shares from us for resale to your customers at the public offering price then in effect or for your own bona fide investment, (ii) exchanges of Shares between Funds, as permitted by the Funds’ then current Prospectuses and in accordance with procedures as they may be modified by us from time to time, and (iii) transactions involving the redemption of Shares by a Fund. Redemptions by a Fund will be effected in the manner and upon the terms described in the Prospectus and pursuant to any procedures that we provide to you in writing in advance from time to time. We will, upon your request, assist you in processing such orders for redemptions. (b) You may instruct agree that your transactions in Shares of a Fund will comply with all applicable terms and conditions of the Funds’ transfer agent to register purchased shares in your name and account as nominee for your customers on an omnibus basis. If you hold Shares as nominee for your customersFund’s then current Prospectus, all Prospectusesincluding, proxy statementsbut not limited to, periodic reports(i) the placing or processing of purchase, redemption, and other printed material will be sent to youexchange orders and the timing thereof, (ii) the implementation of any applicable liquidity fees and/or redemption gates, and all confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all customers for whose account you hold any Shares as nominee. However, we or the transfer agent on behalf of itself or the Funds will be responsible for the costs associated with your forwarding such printed material, confirmations, and communications. You will be responsible for complying with all reporting and tax withholding requirements (iii) with respect to any Fund which is a “retail money market fund” (a “Retail Fund”) as defined under Rule 2a-7 under the customers for whose account you hold any Shares 1940 Act (“Rule 2a-7”), compliance with shareholder eligibility requirements as nomineedisclosed in the Fund’s Prospectus or as otherwise required by Rule 2a-7 or as interpreted by the SEC or its staff. (c) If you are a Bank, with respect to any and all transactions in Shares of the Funds pursuant to this Agreement, it is understood and agreed in each case that unless otherwise agreed to by us in writing: (i) you shall be acting solely as agent for the account of your customer; (ii) each transaction shall be initiated solely upon the order of your customer; (iii) we shall execute transactions only upon receiving instructions from you acting as agent for your customer; (iv) as between you and your customer, your customer will have full beneficial ownership of all Shares; and (v) each transaction shall be for the account of your customer and not for your account; and (vi) we will serve as a clearing broker for you on a fully disclosed basis, and you shall serve as the introducing agent for your customers’ accounts.

Transactions in Shares. (a) You agree that your transactions in Shares of the Funds will be limited to (i) the purchase of Shares from us for resale to your customers at the public offering price then in effect or for your own bona fide investment, (ii) exchanges of Shares between Funds, as permitted by the Funds’ ' then current Prospectuses and in accordance with procedures as they may be modified by us from time to time, and (iii) transactions involving the redemption of Shares by a Fund. Redemptions by a Fund will be effected in the manner and upon the terms described in the Prospectus and pursuant to any procedures that we provide to you from time to time. We will, upon your request, assist you in processing such orders for redemptions. (b) You may instruct have entered into a separate written agreement to facilitate the Funds’ transfer agent to register purchased shares in your name and transmission of information regarding customer accounts through the NETWORKING system of the National Securities Clearing Corporation ("NSCC"). You agree that each such account as nominee for your customers on an omnibus basis. If you hold Shares as nominee for your customers, all Prospectuses, proxy statements, periodic reports, and other printed material will be sent to youmaintained through the NSCC's NETWORKING system at one or more of the matrix levels 0, and all confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material1, confirmations2, and communications3, or the information contained therein, to all customers for whose account you hold any Shares as nominee. However, we or the transfer agent on behalf of itself or the Funds will be responsible for the costs associated with your forwarding such printed material, confirmations, and communications. You will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account you hold any Shares as nominee4. (c) If you are a Bank, with respect to any and all transactions in Shares of the Funds pursuant to this Agreement, it is understood and agreed in each case that unless otherwise agreed to by us in writing: (i) you shall be acting solely as agent for the account of your customer; (ii) each transaction shall be initiated solely upon the order of your customer; (iii) we shall execute transactions only upon receiving instructions from you acting as agent for your customer; (iv) as between you and your customer, your customer will have full beneficial ownership of all Shares; and (v) each transaction shall be for the account of your customer and not for your account; and (vi) we will serve as a clearing broker for you on a fully disclosed basis, and you shall serve as the introducing agent for your customers' accounts.

Transactions in Shares. (a) You agree that your transactions in Shares of the Funds will be limited to (i) the purchase of Shares from us for resale to your customers at the public offering price then in effect or for your own bona fide investment, (ii) exchanges of Shares between Funds, as permitted by the Funds’ then current Prospectuses and in accordance with procedures as they may be modified by us from time to time, and (iii) transactions involving the redemption of Shares by a Fund. Redemptions by a Fund will be effected in the manner and upon the terms described in the Prospectus and pursuant to any procedures that we provide to you from time to time. We will, upon your request, assist you in processing such orders for redemptions. (b) You may instruct the Funds’ transfer agent to register purchased shares in your name and account as nominee for your customers on an omnibus basis. If you hold Shares as nominee for your customers, all Prospectuses, proxy statements, periodic reports, and other printed material will be sent to you, and all confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all customers for whose account you hold any Shares as nominee. However, we or the transfer agent on behalf of itself or the Funds will be responsible for the costs associated with your forwarding such printed material, confirmations, and communications. You will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account you hold any Shares as nominee. (c) If you are a Bank, with respect to any and all transactions in Shares of the Funds pursuant to this Agreement, it is understood and agreed in each case that unless otherwise agreed to by us in writing: (i) you shall be acting solely as agent for the account of your customer; (ii) each transaction shall be initiated solely upon the order of your customer; (iii) we shall execute transactions only upon receiving instructions from you acting as agent for your customer; (iv) as between you and your customer, your customer will have full beneficial ownership of all Shares; and (v) each transaction shall be for the account of your customer and not for your account; and (vi) we will serve as a clearing broker for you on a fully disclosed basis, and you shall serve as the introducing agent for your customers’ accounts.

Transactions in Shares. (a) You agree that your Your transactions in Shares of the Funds will be limited to (i) the purchase of Shares from us Us for resale to your Your customers at the public offering price then in effect or for your Your own bona fide investment, (ii) exchanges of Shares between Funds, as permitted by the Funds’ then current Prospectuses Prospectus and in accordance with procedures as they may be modified by us Us from time to time, and (iii) transactions involving the redemption of Shares by a Fund. Redemptions by a Fund will be effected affected in the manner and upon the terms described in the Prospectus and pursuant to any procedures that we We provide to you You from time to time. We will, upon your Your request, assist you You in processing such orders for redemptions. (b) You may instruct have entered into a separate written agreement to facilitate the Funds’ transfer agent to register purchased shares in your name and transmission of information regarding customer accounts through the NETWORKING system of the National Securities Clearing Corporation (“NSCC”). You agree that each such account as nominee for your customers on an omnibus basis. If you hold Shares as nominee for your customerswill be maintained through the NSCC’s NETWORKING system at one or more of the matrix levels 0, all Prospectuses1, proxy statements2, periodic reports3, and other printed material will be sent to you, and all confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all customers for whose account you hold any Shares as nominee. However, we or the transfer agent on behalf of itself or the Funds will be responsible for the costs associated with your forwarding such printed material, confirmations, and communications. You will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account you hold any Shares as nominee4. (c) If you You are a Bank, with respect to any and all transactions in Shares of the Funds pursuant to this Agreement, it is understood and agreed in each case that that, unless otherwise agreed to by us Us in writing: (i) you You shall be acting solely as agent for the account of your Your customer; (ii) each transaction shall be initiated solely upon the order of your Your customer; (iii) we We shall execute transactions only upon receiving instructions from you You acting as agent for your Your customer; (iv) as between you You and your Your customer, your Your customer will have full beneficial ownership of all Shares; and (v) each transaction shall be for the account of your Your customer and not for your Your account; and (vi) We will serve as a clearing broker for You on a fully disclosed basis, and You shall serve as the introducing agent for Your customers’ accounts.

Transactions in Shares. (a) You agree that your transactions in Shares of the Funds will be limited to (i) the purchase of Shares from us for resale to your customers at the public offering price then in effect or for your own bona fide investment, (ii) exchanges of Shares between Funds, as permitted by the Funds’ then current Prospectuses Prospectus and in accordance with procedures as they may be modified by us from time to time, and (iii) transactions involving the redemption of Shares by a Fund. Redemptions by a Fund will be effected in the manner and upon the terms described in the Prospectus and pursuant to any procedures that we provide to you from time to time. We will, upon your request, assist you in processing such orders for redemptions. (b) You may instruct the Funds’ transfer agent to register purchased shares in your name and account as nominee for your customers on an omnibus basis. If you hold Shares as nominee for your customers, all Prospectuses, proxy statements, periodic reports, and other printed material will be sent to you, and all confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all customers for whose account you hold any Shares as nominee. However, we or the transfer agent on behalf of itself or the Funds will be responsible for the costs associated with your forwarding such printed material, confirmations, and communications. You will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account you hold any Shares as nominee. (c) If you are a Bank, with respect to any and all transactions in Shares of the Funds pursuant to this Agreement, it is understood and agreed in each case that unless otherwise agreed to by us in writing: (i) you shall be acting solely as agent for the account of your customer; (ii) each transaction shall be initiated solely upon the order of your customer; (iii) we shall execute transactions only upon receiving instructions from you acting as agent for your customer; (iv) as between you and your customer, your customer will have full beneficial ownership of all Shares; and (v) each transaction shall be for the account of your customer and not for your account.

Transactions in Shares. (a) You agree that your transactions in Shares of the Funds will be limited to (i) the purchase of Shares from us for resale to your customers at the public offering price then in effect or for your own bona fide investment, (ii) exchanges of Shares between Funds, as permitted by the Funds’ then current Prospectuses and in accordance with procedures as they may be modified by us from time to time, and (iii) transactions involving the redemption of Shares by a Fund. Redemptions by a Fund will be effected in the manner and upon the terms described in the Prospectus and pursuant to any procedures that we provide to you in writing in advance from time to time. We will, upon your request, assist you in processing such orders for redemptions. (b) You may instruct agree that your transactions in Shares of a Fund will comply with all applicable terms and conditions of the Funds’ transfer agent to register purchased shares in your name and account as nominee for your customers on an omnibus basis. If you hold Shares as nominee for your customersFund’s then current Prospectus, all Prospectusesincluding, proxy statementsbut not limited to, periodic reports(i) the placing or processing of purchase, redemption, and other printed material will be sent to youexchange orders and the timing thereof, (ii) the implementation of any applicable liquidity fees, and all confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all customers for whose account you hold any Shares as nominee. However, we or the transfer agent on behalf of itself or the Funds will be responsible for the costs associated with your forwarding such printed material, confirmations, and communications. You will be responsible for complying with all reporting and tax withholding requirements (iii) with respect to any Fund which is a “retail money market fund” (a “Retail Fund”) as defined under Rule 2a-7 under the customers for whose account you hold any Shares 1940 Act (“Rule 2a-7”), compliance with shareholder eligibility requirements as nomineedisclosed in the Fund’s Prospectus or as otherwise required by Rule 2a-7 or as interpreted by the SEC or its staff. (c) If you are a Bank, with respect to any and all transactions in Shares of the Funds pursuant to this Agreement, it is understood and agreed in each case that unless otherwise agreed to by us in writing: (i) you shall be acting solely as agent for the account of your customer; (ii) each transaction shall be initiated solely upon the order of your customer; (iii) we shall execute transactions only upon receiving instructions from you acting as agent for your customer; (iv) as between you and your customer, your customer will have full beneficial ownership of all Shares; and (v) each transaction shall be for the account of your customer and not for your account; and (vi) we will serve as a clearing broker for you on a fully disclosed basis, and you shall serve as the introducing agent for your customers’ accounts.

Transactions in Shares. (a) You agree that your transactions in Shares of the Funds will be limited to (i) payment for orders you submit for the purchase of Shares from us for resale to your customers at the public offering price then in effect or for your own bona fide investment, (ii) exchanges of Shares between Funds, as permitted by the Funds’ then current Prospectuses and will be made in accordance with procedures the terms of the Prospectus and the Application Form. The parties acknowledge and agree that the then current net asset value per Share will generally not be known until after the acceptance of subscriptions by the Fund in accordance with the terms of the Prospectus. The parties thus each acknowledge and agree that purchase orders for Shares will generally be made and accepted for a fixed dollar amount, with the number of Shares to be credited to an investor’s account determined upon finalization of the applicable then current net asset value per Share plus any applicable sales charge. If payment for any purchase order is not received in accordance with the terms of the Prospectus and the Application Form, the Fund reserves the right, without notice, to cancel the sale. In this event or in the event that you cancel the trade for any reason, you agree to be responsible for any loss resulting to the Fund or to us from your failure to make payments as they aforesaid. You shall not be entitled to any gains generated thereby. You acknowledge that periodic repurchase offers for the repurchase of Shares will be made by the Fund, as an “interval fund” as described in the Fund’s Prospectus, and, whenever made, will be made subject to the terms summarized in the Prospectus and that, as such, the Fund will only make repurchase offers when so authorized. All requests for repurchase of Shares of the Fund shall be executed at the net asset value as determined on the pricing date for the repurchase offer and the proceeds of such repurchases shall be reduced by any expenses permitted by Rule 23c-3 under the Investment Company Act of 1940 (the “1940 Act”) for repurchase offers, or any deferred sales charge, or any similar fee or charge as set forth in the Prospectus or the applicable repurchase offer notice, as the case may be. You expressly acknowledge and understand that Shares will not be modified repurchased by us Distributor or the Fund (other than through periodic repurchase offers from time to time), that there is no guarantee that any Shares tendered will be repurchased by the Fund, and (iii) transactions involving the redemption of Shares by a Fund. Redemptions by a Fund will be effected in the manner and upon the terms described in the Prospectus and pursuant to any procedures that we provide to you from time to time. We will, upon your request, assist you in processing such orders for redemptions. (b) You may instruct the Funds’ transfer agent to register purchased shares in your name and account as nominee for your customers on an omnibus basis. If you hold Shares as nominee for your customers, all Prospectuses, proxy statements, periodic reports, and other printed material will be sent to you, and all confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all customers for whose account you hold any Shares as nominee. However, we or the transfer agent on behalf of itself or the Funds will be responsible no secondary market for the costs associated with your forwarding such printed material, confirmations, and communications. You will be responsible for complying with all reporting and tax withholding requirements with respect Shares exists currently or is expected to the customers for whose account you hold any Shares as nominee. (c) If you are a Bank, with respect to any and all transactions in Shares of the Funds pursuant to this Agreement, it is understood and agreed in each case that unless otherwise agreed to by us in writing: (i) you shall be acting solely as agent for the account of your customer; (ii) each transaction shall be initiated solely upon the order of your customer; (iii) we shall execute transactions only upon receiving instructions from you acting as agent for your customer; (iv) as between you and your customer, your customer will have full beneficial ownership of all Shares; and (v) each transaction shall be for the account of your customer and not for your account.develop..

Transactions in Shares. (a) You agree that your transactions in Shares of the Funds will be limited to (i) the purchase of Shares from us for resale to your customers at the public offering price then in effect or for your own bona fide investment, (ii) exchanges of Shares between Funds, as permitted by the Funds’ then current Prospectuses and in accordance with procedures as they may be modified by us from time to time, and (iii) transactions involving the redemption of Shares by a Fund. Redemptions by a Fund will be effected in the manner and upon the terms described in the Prospectus and pursuant to any procedures that we provide to you in writing in advance from time to time. We will, upon your request, assist you in processing such orders for redemptions. (b) You may instruct the Funds’ transfer agent to register purchased shares in your name and account as nominee for your customers on an omnibus basis. If you hold Shares as nominee for your customers, all Prospectuses, proxy statements, periodic reports, and other printed material will be sent to you, and all confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all customers for whose account you hold any Shares as nominee. However, we or the transfer agent on behalf of itself or the Funds will be responsible for the costs associated with your forwarding such printed material, confirmations, and communications. You will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account you hold any Shares as nominee. (c) If you are a Bank, with respect to any and all transactions in Shares of the Funds pursuant to this Agreement, it is understood and agreed in each case that unless otherwise agreed to by us in writing: (i) you shall be acting solely as agent for the account of your customer; (ii) each transaction shall be initiated solely upon the order of your customer; (iii) we shall execute transactions only upon receiving instructions from you acting as agent for your customer; (iv) as between you and your customer, your customer will have full beneficial ownership of all Shares; and (v) each transaction shall be for the account of your customer and not for your account; and (vi) we will serve as a clearing broker for you on a fully disclosed basis, and you shall serve as the introducing agent for your customers’ accounts. (c) All Shares hereunder shall be purchased, sold, exchanged and held in an omnibus account held in the name of “PFPC, Inc.” as agent for “PFPC Trust Co. FBO Global Cash Portal.