Common use of Shareholder Servicing Fee Clause in Contracts

Shareholder Servicing Fee. Subject to the qualifications below, as compensation for the Shareholder Services rendered herein, Distributor will pay Company a quarterly shareholder servicing fee at the rate set forth in each applicable Fund’s Prospectus and related shareholder servicing plan (whether or not adopted pursuant to Rule 12b-1) (the “Shareholder Servicing Fee”). The parties acknowledge that any Shareholder Servicing Fee compensation paid to it will only derive from applicable amounts paid to the Distributor from the applicable Fund. The parties also acknowledge and agree that the Distributor shall not be responsible for the payment of any such fee unless and until the Distributor has received such fee from the applicable Fund, and the Company agrees to waive payment of such fee unless and until the Distributor has received payment from the applicable Fund. Subject to the qualifications above, the current shareholder servicing plans with respect to Class S of the Designated Portfolios will pay Company a quarterly Shareholder Servicing Fee at the rate of the product of twenty five basis points (0.25%) and the average daily amount invested by the Accounts in each Designated Portfolio.