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 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 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 xxxxxx 0, 0, 0, 0, 0. (x) 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 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 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.

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 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 If payment is not received or made with respect to (i) all orders Intermediary places for the purchase of Shares Shares, the transaction may be cancelled. In this event or in the event that Intermediary cancels the trade for any reason, Intermediary shall be responsible for any loss resulting to the Fund or to Distributor from us Intermediary’s failure to make payments as aforesaid. Intermediary shall not be entitled to any gains generated thereby. Intermediary also assumes responsibility for resale any loss to your customers at the public offering price then in effect Fund caused by any order placed by Intermediary on an “as-of” basis subsequent to the trade date for the order and will immediately pay such loss to the Fund upon notification or for your own bona fide investment, (ii) exchanges of Shares between Funds, demand. Such orders shall be acceptable only as permitted by the Funds’ Company and shall be subject to the Company’s policies pertaining thereto, which may include receipt of an executed Letter of Indemnity in a form acceptable to the Fund and/or to Distributor prior to the Company’s acceptance of any such order. (b) Intermediary acknowledges that the Fund will make periodic tender offers to repurchase Shares (each, a “Repurchase Offer”) as described in the Fund’s then current Prospectuses and Prospectus. Repurchases of Shares will be made at the NAV of such Shares in accordance with procedures the applicable Repurchase Offer and then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as they may permitted by applicable law. No “as of” trades will be modified accepted for repurchases. Intermediary agrees to transmit to its customers any Repurchase Offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or the Fund’s transfer agent or other designee by us the applicable repurchase request deadline as specified in the applicable Prospectus and such notification. Intermediary acknowledges and agrees that Shares will not be repurchased by either the Fund (other than through Repurchase Offers, or other tender offers from time to time, if any) or Distributor, and (iii) transactions involving that no secondary market for the redemption of Shares by a Fundexists currently or is expected to develop, and therefore that the Shares have very limited liquidity. Redemptions by a Fund will be effected Intermediary also acknowledges and agrees that, in the manner and upon event one or more of Intermediary’s customers cancels their order for Shares after confirmation, such Shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor. Any representation as to a Repurchase Offer or other tender offer by the terms described Fund, other than that which is set forth in the Fund’s then current Prospectus and pursuant to any procedures that we provide to you from time to time. We willor a Repurchase Offer notice issued by the Fund, upon your request, assist you in processing such orders for redemptionsis expressly prohibited. (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 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 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.