Common use of Liquidity Fees and Redemption Gates Clause in Contracts

Liquidity Fees and Redemption Gates. (a) Nothing in this Agreement shall prevent a money market Portfolio from suspending the right of redemption or postponing the date of payment or satisfaction upon redemption in accordance with the provisions of the 1940 Act and the rules thereunder. Notwithstanding the previous sentence, a money market Portfolio will not implement a temporary suspension of redemptions under Rule 2a-7 under the 1940 Act unless such Portfolio’s Prospectus permits it to do so. (b) With respect to a money market Portfolio, the Company agrees to promptly take such actions reasonably requested by the Portfolio, to assist the Portfolio in imposing, lifting, or modifying a liquidity fee on redemptions (“liquidity fee”) or a temporary suspension of redemptions (a “redemption gate”). (c) If a money market Portfolio implements a liquidity fee, the Company authorizes the Portfolio to calculate the liquidity fees owed to the Portfolio as a result of redemptions submitted through the Company (the “Fee Amount”) following the imposition of the liquidity fee and to withhold an amount equal to the Fee Amount from any redemption proceeds or other payments that the Portfolio owes to the Company in its sole discretion. The Company acknowledges and agrees that at any time a Portfolio implements a liquidity fee, redemption orders shall be transmitted to such Portfolio or its designee on behalf of the Accounts on a “gross” basis, i.e. purchases and redemptions will be transmitted separately and not combined into one aggregate net trade (for avoidance of doubt, the Company shall utilize an “f” code if it submits the orders via the NSCC Systems). (d) If the Board of Directors of the Fund (the “Directors”) were to rely on Section 2a-7(c)(2) of the 1940 Act in connection with a money market Portfolio, and notice of such reliance had been given pursuant to a prospectus supplement or other generally accepted means: (i) The Company may be notified by a money market Portfolio that a liquidity fee or redemption gate has been implemented via facsimile, email, phone call, website disclosure, or the filing of a supplement to the prospectus. If a redemption gate is implemented by a money market Portfolio, and the Company has been notified in accordance with this paragraph, the Company agrees not to transmit any purchase, redemption and exchange orders to the money market Portfolio that it receives while the redemption gate is in effect. (ii) Upon a Fund Party’s reasonable request, the Company agrees to promptly provide a Fund Party or its designee with information separating orders received before and after each calculation of the net asset value or a time after which a money market Portfolio imposed, lifted, or modified a liquidity fee or redemption gate for the money market Portfolio or its designee to validate the timing of the Company’s receipt of orders in good order. (iii) The Company acknowledges that a money market Portfolio may, but is not obligated to, pay a redemption request that the money market Portfolio determines in its sole discretion has been received in good order by the money market Portfolio or its agent before the imposition of a liquidity fee or redemption gate, provided however, that a Fund Party may require the Company to promptly provide evidence of receipt of the redemption request in good order prior to the applicable implementation time in its sole discretion. (a) The Company shall notify Fund Parties in the event any overpayment or payment not intended for the recipient in connection with an order(each, an “incorrect payment”) is made to the Company or an Account. If requested by Fund Parties and pursuant to a plan for collection that is agreed to by Fund Parties and the Company (each party being under the obligation not to unreasonably withhold its agreement), the Company shall use good faith efforts to collect any portion of the incorrect payment made to an Account or a Contract Owner. Upon receipt of such incorrect payment, the Company shall promptly repay such amount to the Fund or its designee. In the event the Company is still in control of some or all of the incorrect payment, the Company shall promptly repay such amount to the Fund or its designee after the Company becomes aware of such payment. (b) In the event any incorrect payment is made to the Fund by the Company, the Fund or its designee shall promptly repay such amount to the Account after the Fund or its designee becomes aware of such payment. (c) This Section 1.16 applies to incorrect payments made in connection with this Agreement or any Related Agreement (as defined below).

Liquidity Fees and Redemption Gates. (a) Nothing in this Agreement shall prevent a money market Portfolio from suspending the right of redemption or postponing the date of payment or satisfaction upon redemption in accordance with the provisions of the 1940 Act and the rules thereunder. Notwithstanding the previous sentence, a money market Portfolio will not implement a temporary suspension of redemptions under Rule 2a-7 under the 1940 Act unless such Portfolio’s Prospectus permits it to do so. (b) . With respect to a money market Portfolio, the Company agrees to promptly take such actions reasonably requested by the Portfolio, to assist the Portfolio in imposing, lifting, or modifying a liquidity fee on redemptions (“liquidity fee”) or a temporary suspension of redemptions (a “redemption gate”). (c) . If a money market Portfolio implements a liquidity fee, the Company authorizes the Portfolio to calculate the liquidity fees owed to the Portfolio as a result of redemptions submitted through the Company (the “Fee Amount”) following the imposition of the liquidity fee and to withhold an amount equal to the Fee Amount from any redemption proceeds or other payments that the Portfolio owes to the Company in its sole discretion. The Company acknowledges and agrees that at any time a Portfolio implements a liquidity fee, redemption orders shall be transmitted to such Portfolio or its designee on behalf of the Accounts on a “gross” basis, i.e. purchases and redemptions will be transmitted separately and not combined into one aggregate net trade (for avoidance of doubt, the Company shall utilize an “f” code if it submits the orders via the NSCC Systems). (d) If the Board of Directors of the Fund (the “Directors”) were to rely on Section 2a-7(c)(2) of the 1940 Act in connection with a money market Portfolio, and notice of such reliance had been given pursuant to a prospectus supplement or other generally accepted means: (i) The Company may be notified by a money market Portfolio that a liquidity fee or redemption gate has been implemented via facsimile, email, phone call, website disclosure, or the filing of a supplement to the prospectus. If a redemption gate is implemented by a money market Portfolio, and the Company has been notified in accordance with this paragraph, the Company agrees not to transmit any purchase, redemption and exchange orders to the money market Portfolio that it receives while the redemption gate is in effect. (ii) Upon a Fund Party’s reasonable request, the Company agrees to promptly provide a Fund Party or its designee with information separating orders received before and after each calculation of the net asset value or a time after which a money market Portfolio imposed, lifted, or modified a liquidity fee or redemption gate for the money market Portfolio or its designee to validate the timing of the Company’s receipt of orders in good order. (iii) The Company acknowledges that a money market Portfolio may, but is not obligated to, pay a redemption request that the money market Portfolio determines in its sole discretion has been received in good order by the money market Portfolio or its agent before the imposition of a liquidity fee or redemption gate, provided however, that a Fund Party may require the Company to promptly provide evidence of receipt of the redemption request in good order prior to the applicable implementation time in its sole discretion. (a) The Company shall notify Fund Parties in In the event any overpayment or payment not intended for the recipient in connection with an order(each, (an “incorrect payment”) is made to the Company or Account by Fund Parties due to an Account. If error in net asset value calculation, if requested by Fund Parties and pursuant to a plan for collection that is agreed to by Fund Parties and the Company (each party both parties being under the obligation not to unreasonably withhold its agreement), the Company shall use good faith commercially reasonable efforts to collect any portion of overpayments or incorrect payments made by the incorrect payment made Company to an Account or a Contract Owner. Upon receipt of such overpayment or incorrect payment, the Company shall promptly repay such amount to the Fund or its designee. In addition to the reimbursement for reprocessing costs under Section 1.9 as a result of the error in calculating the net asset value, the Fund Parties shall reimburse the Company for its cost of collection as agreed to in the plan for collection. In the event any overpayment or incorrect payment is made to the Company is still Account by Fund Parties due to any reason other than an error in control of some or all of the incorrect paymentnet asset value calculation, the Company shall promptly repay such amount to the Fund or its designee after the Company becomes aware receives notice of such payment. (b) In the event any overpayment or incorrect payment is made to the Fund by the Company, the Fund or its designee shall promptly repay such amount to the Account after the Fund or its designee becomes aware receives notice of such payment. (c) This Section 1.16 applies to incorrect payments made in connection with this Agreement or any Related Agreement (as defined below).

Liquidity Fees and Redemption Gates. (for certain Funds that do not operate as “government money market funds” as defined under Rule 2a-7). (a) Nothing in this Agreement shall prevent a money market Portfolio from suspending the right of redemption or postponing the date of payment or satisfaction upon redemption in accordance with the provisions of the 1940 Act and the rules thereunder. Notwithstanding the previous sentence, a money market Portfolio will not implement a temporary suspension of redemptions under Rule 2a-7 under the 1940 Act unless such Portfolio’s Prospectus permits it to do so. (b) With respect to a money market Portfolio, the Company agrees You agree to promptly take such actions reasonably requested by the Portfolioa Fund or us, to impose, lift, or modify a liquidity fee or redemption gate, or assist the Portfolio Fund or us in imposing, lifting, or modifying a liquidity fee on redemptions (“liquidity fee”) or a temporary suspension of redemptions (a “redemption gate”). (cb) If a money market Portfolio Fund implements a liquidity fee, unless you undertake to calculate and remit liquidity fees in accordance with the Company authorizes Fund’s reasonable directions, you authorize the Portfolio Fund or us to calculate the liquidity fees owed to the Portfolio Fund as a result of redemptions submitted through the Company you (the “Fee Amount”) following the imposition of the liquidity fee and to withhold an amount equal to the Fee Amount from any redemption proceeds or other payments that the Portfolio Fund owes to the Company you, in its sole discretion. The Company acknowledges and agrees that at any time a Portfolio implements a liquidity fee, redemption orders shall be transmitted to such Portfolio or its designee on behalf of the Accounts on a “gross” basis, i.e. purchases and redemptions will be transmitted separately and not combined into one aggregate net trade (for avoidance of doubt, the Company shall utilize an “f” code if it submits the orders via the NSCC Systems). (dc) If the Board of Directors of the Fund (the “Directors”) were to rely on Section 2a-7(c)(2) of the 1940 Act in connection with a money market Portfolio, and notice of such reliance had been given pursuant to a prospectus supplement or other generally accepted means: (i) The Company You agree that you may be notified by a money market Portfolio Fund that a liquidity fee or redemption gate has been implemented via facsimile, email, phone call, website disclosure, or the filing of a supplement to the prospectusFund’s Prospectus. To the extent any notifications are provided via email, notice shall be deemed to have been provided based upon our, a Fund’s or the Fund’s transfer agent’s reasonable belief that the email notification has been sent to the appropriate email address or recipient. To facilitate a Fund’s or our ability to calculate the Fee Amount, following such notification, you agrees to provide the Fund or us, before each net asset value calculation time, with the gross dollar amount and number of Fund Shares that your customers tendered for redemption before the net asset value calculation time and, if requested by the Fund, after the time at which the liquidity fee was imposed or before the time at which the liquidity fee was terminated or modified, as applicable. (d) If a redemption gate is implemented by a money market PortfolioFund, and the Company has been notified in accordance with this paragraph, the Company agrees not you agree to transmit reject any purchase, redemption and exchange orders to in the money market Portfolio Fund that it receives in good form while the redemption gate is in effect. To the extent required under applicable law or the terms of a Fund’s Prospectus, you further agree to promptly re-confirm with your customers their intent to execute trades submitted during the implementation of a liquidity fee. (iie) Upon You acknowledge that a Fund Party’s reasonable request, the Company agrees to promptly provide a Fund Party or its designee with information separating orders received before and after each calculation of the net asset value or a time after which a money market Portfolio imposed, lifted, or modified a liquidity fee or redemption gate for the money market Portfolio or its designee to validate the timing of the Company’s receipt of orders in good order. (iii) The Company acknowledges that a money market Portfolio may, but is not obligated to, may pay a redemption request that the money market Portfolio Fund determines in its sole discretion has been received in good order by the money market Portfolio Fund or its agent before the imposition of a liquidity fee or redemption gate, provided provided, however, that a we or the Fund Party may require the Company you to promptly provide evidence of receipt of the redemption request in good order prior to the applicable implementation time in its our sole discretion. (af) The Company shall notify Fund Parties in the event any overpayment or payment not intended for the recipient in connection with an order(eachUpon a Fund’s reasonable request, an “incorrect payment”) is made you agree to the Company or an Account. If requested by Fund Parties and pursuant to a plan for collection that is agreed to by Fund Parties and the Company (each party being under the obligation not to unreasonably withhold its agreement), the Company shall use good faith efforts to collect any portion of the incorrect payment made to an Account or a Contract Owner. Upon receipt of such incorrect payment, the Company shall promptly repay such amount to the Fund or its designee. In the event the Company is still in control of some or all of the incorrect payment, the Company shall promptly repay such amount to provide the Fund or its designee with information separating customer orders received before and after the Company becomes aware each calculation of such payment. net asset value (bwhich may occur multiple times each day) In the event any incorrect payment is made to the or a time after which a Fund by the Companyimposed, lifted, or modified a liquidity fee or redemption gate for the Fund or its designee shall promptly repay such amount to validate the Account after timing of your receipt of orders to purchase, redeem, or exchange the Fund or its designee becomes aware of such paymentFund’s Shares in good form. (c) This Section 1.16 applies to incorrect payments made in connection with this Agreement or any Related Agreement (as defined below).

Liquidity Fees and Redemption Gates. (a) Nothing in this Agreement shall prevent a money market Portfolio from suspending the right of redemption or postponing the date of payment or satisfaction upon redemption in accordance with the provisions of the 1940 Act and the rules thereunder. Notwithstanding the previous sentence, a money market Portfolio will not implement a temporary suspension of redemptions under Rule 2a-7 under the 1940 Act unless such Portfolio’s Prospectus permits it to do so. (b) With respect to a money market Portfolio, the Company agrees to promptly take such actions reasonably requested by the Portfolio, to assist the Portfolio in imposing, lifting, or modifying a liquidity fee on redemptions (“liquidity fee”) or a temporary suspension of redemptions (a “redemption gate”). (c) If a money market Portfolio implements a liquidity fee, the Company authorizes the Portfolio to calculate the liquidity fees owed to the Portfolio as a result of redemptions submitted through the Company (the “Fee Amount”) following the imposition of the liquidity fee and to withhold an amount equal to the Fee Amount from any redemption proceeds or other payments that the Portfolio owes to the Company in its sole discretion. The Company acknowledges and agrees that at any time a Portfolio implements a liquidity fee, redemption orders shall be transmitted to such Portfolio or its designee on behalf of the Accounts on a “gross” basis, i.e. purchases and redemptions will be transmitted separately and not combined into one aggregate net trade (for avoidance of doubt, the Company shall utilize an “f” code if it submits the orders via the NSCC Systems). (d) If the Board of Directors of the Fund (the “Directors”) were to rely on Section 2a-7(c)(2) of the 1940 Act in connection with a money market Portfolio, and notice of such reliance had been given pursuant to a prospectus supplement or other generally accepted means: (i) The Company may be notified by a money market Portfolio that a liquidity fee or redemption gate has been implemented via facsimile, email, phone call, website disclosure, or the filing of a supplement to the prospectus. If a redemption gate is implemented by a money market Portfolio, and the Company has been notified in accordance with this paragraph, the Company agrees not to transmit any purchase, redemption and exchange orders to the money market Portfolio that it receives while the redemption gate is in effect. (ii) Upon a Fund Party’s reasonable request, the Company agrees to promptly provide a Fund Party or its designee with information separating orders received before and after each calculation of the net asset value or a time after which a money market Portfolio imposed, lifted, or modified a liquidity fee or redemption gate for the money market Portfolio or its designee to validate the timing of the Company’s receipt of orders in good order. (iii) The Company acknowledges that a money market Portfolio may, but is not obligated to, pay a redemption request that the money market Portfolio determines in its sole discretion has been received in good order by the money market Portfolio or its agent before the imposition of a liquidity fee or redemption gate, provided however, that a Fund Party may require the Company to promptly provide evidence of receipt of the redemption request in good order prior to the applicable implementation time in its sole discretion. (a) The Company shall notify Fund Parties in the event any overpayment or payment not intended for the recipient in connection with an order(eachorder (each, an “incorrect payment”) is made to the Company or an Account. If requested by Fund Parties and pursuant to a plan for collection that is agreed to by Fund Parties and the Company (each party being under the obligation not to unreasonably withhold its agreement), the Company shall use good faith efforts to collect any portion of the incorrect payment made to an Account or a Contract Owner. Upon receipt of such incorrect payment, the Company shall promptly repay such amount to the Fund or its designee. In the event the Company is still in control of some or all of the incorrect payment, the Company shall promptly repay such amount to the Fund or its designee after the Company becomes aware of such payment. (b) In the event any incorrect payment is made to the Fund by the Company, the Fund or its designee shall promptly repay such amount to the Account after the Fund or its designee becomes aware of such payment. (c) This Section 1.16 applies to incorrect payments made in connection with this Agreement or any Related Agreement (as defined below).

Liquidity Fees and Redemption Gates. (a) Nothing in this Agreement shall prevent a money market Portfolio from suspending the right of redemption or postponing the date of payment or satisfaction upon redemption in accordance with the provisions of the 1940 Act and the rules thereunder. Notwithstanding the previous sentence, a money market Portfolio will not implement a temporary suspension of redemptions under Rule 2a-7 under the 1940 Act unless such Portfolio’s Prospectus permits it to do so. (b) The Company shall adopt and implement policies, procedures and internal controls reasonably designed to implement a redemption gate and liquidity fees as required by Rule 2a-7 under the 1940 Act. With respect to a money market Portfolio, the Company agrees to promptly take such actions reasonably requested by the Portfolio, to assist the Portfolio in imposing, lifting, or modifying a liquidity fee on redemptions (“liquidity fee”) or a temporary suspension of redemptions (a “redemption gate”). (c) If a money market Portfolio implements a liquidity fee, the Company authorizes the Portfolio to calculate the liquidity fees owed to the Portfolio as a result of redemptions submitted through the Company (the “Fee Amount”) following the imposition of the liquidity fee and to withhold an amount equal to the Fee Amount from any redemption proceeds or other payments that the Portfolio owes to the Company in its sole discretion. The Company acknowledges and agrees that at any time a Portfolio implements a liquidity fee, redemption orders shall be transmitted to such Portfolio or its designee on behalf of the Accounts on a “gross” basis, i.e. purchases and redemptions will be transmitted separately and not combined into one aggregate net trade (for avoidance of doubt, the Company shall utilize an “f” code if it submits the orders via the NSCC Systems). (d) If the Board of Directors of the Fund (the “Directors”) were to rely on Section 2a-7(c)(2) of the 1940 Act in connection with a money market Portfolio, and notice of such reliance had been given pursuant to a prospectus supplement or other generally accepted means: (i) The Company may be notified by a money market Portfolio that a liquidity fee or redemption gate has been implemented via facsimile, email, phone call, website disclosure, or the filing of a supplement to the prospectus. If a redemption gate is implemented by a money market Portfolio, and the Company has been notified in accordance with this paragraph, the Company agrees not to transmit any purchase, redemption and exchange orders to the money market Portfolio that it receives while the redemption gate is in effect. (ii) Upon a Fund Party’s reasonable request, the Company agrees to promptly provide a Fund Party or its designee with information separating orders received before and after each calculation of the net asset value or a time after which a money market Portfolio imposed, lifted, or modified a liquidity fee or redemption gate for the money market Portfolio or its designee to validate the timing of the Company’s receipt of orders in good order. (iii) The Company acknowledges that a money market Portfolio may, but is not obligated to, pay a redemption request that the money market Portfolio determines in its sole discretion has been received in good order by the money market Portfolio or its agent before the imposition of a liquidity fee or redemption gate, provided however, that a Fund Party may require the Company to promptly provide evidence of receipt of the redemption request in good order prior to the applicable implementation time in its sole discretion. (a) The Company shall notify Fund Parties in the event any overpayment or payment not intended for the recipient in connection with an order(each, an “incorrect payment”) is made to the Company or an Account. If requested by Fund Parties BRIL and pursuant to a plan for collection that is agreed to by Fund Parties BRIL and the Company (each party being under the obligation not to unreasonably withhold its agreement), the Company shall use good faith efforts to collect any portion of the incorrect payment made to an Account or a Contract Owner. Upon receipt of such incorrect payment, the Company shall promptly repay such amount to the Fund BRIL or its designee. In the event the Company is still in control of some or all of the incorrect payment, the Company shall promptly repay such amount to the Fund BRIL or its designee after the Company becomes aware of such payment. (b) In the event any incorrect payment is made to the Fund by the Company, the Fund or its designee shall promptly repay such amount to the Account after the Fund or its designee becomes aware of such payment. (c) This Section 1.16 applies to incorrect payments made in connection with this Agreement or any Related Agreement (as defined below).

Liquidity Fees and Redemption Gates. (a) Nothing in this Agreement shall prevent a money market Portfolio from suspending the right of redemption or postponing the date of payment or satisfaction upon redemption in accordance with the provisions of the 1940 Act and the rules thereunder. Notwithstanding the previous sentence, a money market Portfolio will not implement a temporary suspension of redemptions under Rule 2a-7 under the 1940 Act unless such Portfolio’s Prospectus permits it to do so. (b) . With respect to a money market Portfolio, the Company agrees to promptly take such actions reasonably requested by the Portfolio, to assist the Portfolio in imposing, lifting, or modifying a liquidity fee on redemptions (“liquidity fee”) or a temporary suspension of redemptions (a “redemption gate”). (c) . If a money market Portfolio implements a liquidity fee, the Company authorizes the Portfolio to calculate the liquidity fees owed to the Portfolio as a result of redemptions submitted through the Company (the “Fee Amount”) following the imposition of the liquidity fee and to withhold an amount equal to the Fee Amount from any redemption proceeds or other payments that the Portfolio owes to the Company in its sole discretion. The Company acknowledges and agrees that at any time a Portfolio implements a liquidity fee, redemption orders shall be transmitted to such Portfolio or its designee on behalf of the Accounts on a “gross” basis, i.e. purchases and redemptions will be transmitted separately and not combined into one aggregate net trade (for avoidance of doubt, the Company shall utilize an “f” code if it submits the orders via the NSCC Systems). (d) . If the Board of Directors of the Fund (the “Directors”) were to rely on Section 2a-7(c)(2) of the 1940 Act in connection with a money market Portfolio, and notice of such reliance had been given pursuant to a prospectus supplement or other generally accepted means: (i) The Company may be notified by a money market Portfolio that a liquidity fee or redemption gate has been implemented via facsimile, email, phone call, website disclosure, or the filing of a supplement to the prospectus. If a redemption gate is implemented by a money market Portfolio, and the Company has been notified in accordance with this paragraph, the Company agrees not to transmit any purchase, redemption and exchange orders to the money market Portfolio that it receives while the redemption gate is in effect. (ii) Upon a Fund Party’s reasonable request, the Company agrees to promptly provide a Fund Party or its designee with information separating orders received before and after each calculation of the net asset value or a time after which a money market Portfolio imposed, lifted, or modified a liquidity fee or redemption gate for the money market Portfolio or its designee to validate the timing of the Company’s receipt of orders in good order. (iii) The Company acknowledges that a money market Portfolio may, but is not obligated to, pay a redemption request that the money market Portfolio determines in its sole discretion has been received in good order by the money market Portfolio or its agent before the imposition of a liquidity fee or redemption gate, provided however, that a Fund Party may require the Company to promptly provide evidence of receipt of the redemption request in good order prior to the applicable implementation time in its sole discretion. (a) The Company shall notify Fund Parties in the event any overpayment or payment not intended for the recipient in connection with an order(eachorder (each, an “incorrect payment”) is made to the Company or an Account. If requested by Fund Parties and pursuant to a plan for collection that is agreed to by Fund Parties and the Company (each party being under the obligation not to unreasonably withhold its agreement), the Company shall use good faith efforts to collect any portion of the incorrect payment made to an Account or a Contract Owner. Upon receipt of such incorrect payment, the Company shall promptly repay such amount to the Fund or its designee. In the event the Company is still in control of some or all of the incorrect payment, the Company shall promptly repay such amount to the Fund or its designee after the Company becomes aware of such payment. (b) In the event any incorrect payment is made to the Fund by the Company, the Fund or its designee shall promptly repay such amount to the Account after the Fund or its designee becomes aware of such payment. (c) This Section 1.16 applies to incorrect payments made in connection with this Agreement or any Related Agreement (as defined below).