Common use of Direct Repurchases Clause in Contracts

Direct Repurchases. BNYM shall perform the following functions in connection with Repurchase Orders received directly by BNYM (i.e., through methods other than the NSCC Process): (i) In the event BNYM receives a Repurchase Order other than during a Repurchase Offer Period from a shareholder of the Fund, BNYM shall return the Repurchase Order to the submitting shareholder without processing the order. (ii) After BNYM has received a copy of a Repurchase Offer Notice (as defined in Section 6) from the Fund, BNYM shall, with respect to Repurchase Orders it receives during a relevant Repurchase Offer Period, review each Repurchase Order and exercise reasonable care to determine in accordance with the Fund Procedures whether the Repurchase Order constitutes a “Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which all the following criteria are satisfied, or a “Non-Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which one or more of the following criteria are not satisfied: (a) A Repurchase Order must comply with any applicable requirements of the Fund Procedures and the Repurchase Offer Notice, must be tendered in proper form and must contain all information and consist of all documentation as BNYM may reasonably determine necessary or appropriate. (b) All required or permitted endorsements and signatures must in BNYM’s reasonable judgment be valid and genuine; the requested repurchase must in BNYM’s reasonable judgment be legally authorized, and in BNYM’s reasonable judgment (I) no evidence of any nature whatsoever, whether credible or not credible, exists with respect to a claim adverse to such requested repurchase or the rights of the shareholder to submit a repurchase request, regardless of the merits of the claim; and (II) the Repurchase Order satisfies all applicable requirements for personal property and securities transfer as specified in the Standard Procedures. (iii) In the event BNYM determines a Repurchase Order to be a Non-Conforming Repurchase Order, BNYM shall implement any appropriate procedures that may be contained in the Fund Procedures and in the event the Non-Conforming Repurchase Order cannot be converted into a Conforming Repurchase Order by the expiration of the Repurchase Offer Period, shall return the Non-Conforming Repurchase Order to the submitting Person, Distributor or Approved Financial Intermediary, as applicable, together with any written correspondence provided by ▇▇▇▇-▇▇. (iv) In the event BNYM determines a Repurchase Order to be a Conforming Repurchase Order (including Repurchase Orders that are Non-Conforming Repurchase Orders when received but are remediated into Conforming Repurchase Orders by the close of the Repurchase Offer Period) and the Repurchase Order has not been withdrawn by the close of the Repurchase Offer Period, BNYM shall perform the following functions, subject to any applicable provisions of the Repurchase Offer Notice, the Proration Conditions (as defined in Section 6) and Fund Procedures not in conflict with the following: (a) Execute the Conforming Repurchase Order by debiting the appropriate number of Fund Shares from the relevant Fund shareholder account and cancelling such shares; (b) Deliver to the Fund Custodian and the Fund or its designee a notification setting forth the number of Fund Shares repurchased by the Fund and make such additional entries in the Fund’s books and records to accurately reflect a reduction in the outstanding Shares of the Fund; and (c) Upon receipt of the monies from the Fund Custodian in an amount appropriate for the particular repurchase, pay such monies to the tendering party in accordance with the Fund Procedures. (v) BNYM will also return to submitting parties without processing (i) all Repurchase Orders received after the Repurchase Cut-Off Time (as defined in Section 6), (ii) all Repurchase Orders received prior to the Repurchase Cut-Off Time that were Non-Conforming Repurchase Orders when received and were not remediated into Conforming Repurchase Orders by the Repurchase Cut-Off Time, and (ii) all Repurchase Orders withdrawn before the Repurchase Cut-Off Time.

Direct Repurchases. BNYM BNYM-TI shall perform the following functions in connection with Repurchase Orders received directly by BNYM BNYM-TI (i.e., through methods other than the NSCC Process): (i) In the event BNYM BNYM-TI receives a Repurchase Order other than during a Repurchase Offer Period from a shareholder of the I-Fund, BNYM BNYM-TI shall return the Repurchase Order to the submitting shareholder without processing the order. (ii) After BNYM BNYM-TI has received a copy of a Repurchase Offer Notice (as defined in Section 6) from the Fund5), BNYM BNYM-TI shall, with respect to Repurchase Orders it receives during a relevant Repurchase Offer Period, review each Repurchase Order and exercise reasonable care to determine in accordance with the I-Fund Procedures whether the Repurchase Order constitutes a “"Conforming Repurchase Order”", which is hereby defined to mean a Repurchase Order with respect to which all the following criteria are satisfied, or a “"Non-Conforming Repurchase Order”", which is hereby defined to mean a Repurchase Order with respect to which one or more of the following criteria are not satisfied: (a) A Repurchase Order must comply with any applicable requirements of the I-Fund Procedures and the Repurchase Offer Notice, must be tendered in proper form and must contain all information and consist of all documentation as BNYM BNYM-TI may reasonably determine necessary or appropriate. (b) All required or permitted endorsements and signatures must in BNYM’s -TI's reasonable judgment be valid and genuine; the requested repurchase must in BNYM’s -TI's reasonable judgment be legally authorized, and in BNYM’s -TI's reasonable judgment (I) no evidence of any nature whatsoever, whether credible or not credible, exists with respect to a claim adverse to such requested repurchase or the rights of the shareholder to submit a repurchase request, regardless of the merits of the claim; and (II) the Repurchase Order satisfies all applicable requirements for personal property and securities transfer as specified in the Standard Procedures. (iii) In the event BNYM BNYM-TI determines a Repurchase Order to be a Non-Conforming Repurchase Order, BNYM BNYM-TI shall implement any appropriate procedures that may be contained in the I- Fund Procedures and in the event the Non-Conforming Repurchase Order cannot be converted into a Conforming Repurchase Order by the expiration of the Repurchase Offer Period, shall return the Non-Conforming Repurchase Order to the submitting Person, Distributor or Approved Financial Intermediary, as applicable, together with any written correspondence provided by ▇▇▇▇the I-▇▇Fund. (iv) In the event BNYM BNYM-TI determines a Repurchase Order to be a Conforming Repurchase Order (including Repurchase Orders that are Non-Conforming Repurchase Orders when received but are remediated into Conforming Repurchase Orders by the close of the Repurchase Offer Period) and the Repurchase Order has not been withdrawn by the close of the Repurchase Offer Period, BNYM BNYM-TI shall perform the following functions, subject to any applicable provisions of the Repurchase Offer Notice, the Proration Conditions (as defined in Section 65) and I-Fund Procedures not in conflict with the following: (a) Execute the Conforming Repurchase Order by debiting the appropriate number of I-Fund Shares from the relevant I-Fund shareholder account and cancelling such shares; (b) Deliver to the Fund Custodian and the I-Fund or its designee a notification setting forth the number of I-Fund Shares repurchased by the I-Fund and make such additional entries in the I-Fund’s 's books and records to accurately reflect a reduction in the outstanding Shares of the I-Fund; and (c) Upon receipt of the monies from the Fund Custodian in an amount appropriate for the particular repurchase, pay such monies to the tendering party in accordance with the I- Fund Procedures. (v) BNYM BNYM-TI will also return to submitting parties without processing (i) all Repurchase Orders received after the Repurchase Cut-Off Time (as defined in Section 65), (ii) all Repurchase Orders received prior to the Repurchase Cut-Off Time that were Non-Conforming Repurchase Orders when received and were not remediated into Conforming Repurchase Orders by the Repurchase Cut-Off Time, and (ii) all Repurchase Orders withdrawn before the Repurchase Cut-Off Time.

Direct Repurchases. BNYM shall perform the following functions in connection with Repurchase Orders repurchase orders for Fund Shares received directly by BNYM (i.e., through methods other than from Fund shareholders or the NSCC Process):Distributor: (i) In the event BNYM receives a Repurchase Order (as defined below) other than during a Repurchase Tender Offer Period from a shareholder of the Fund(as defined below), BNYM shall return the Repurchase Order to the submitting shareholder person without processing the order. (ii) After BNYM has received a copy of a Repurchase Tender Offer Notice (as defined in Section 6below) from the Fund, BNYM shall, with respect to Repurchase Orders it receives during a relevant Repurchase Tender Offer Period, review each Repurchase Order and exercise reasonable care to determine in accordance with the Fund Procedures (as defined below) whether the Repurchase Order constitutes a “Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which all the following criteria are satisfied, or a “Non-Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which one or more of the following criteria are not satisfied: (a) A Repurchase Order must comply with any applicable requirements of the Fund Procedures and the Repurchase Tender Offer Notice, must be tendered in proper form and must contain all information and consist of all documentation as BNYM may reasonably determine necessary or appropriate. (b) All required or permitted endorsements and signatures must in BNYM’s reasonable judgment be valid and genuine; the requested repurchase must in BNYM’s reasonable judgment be legally authorized, and in BNYM’s reasonable judgment (I) no evidence of any nature whatsoever, whether credible or not credible, exists with respect to a claim adverse to such requested repurchase or the rights of the shareholder to submit a repurchase request, regardless of the merits of the claim; and (II) the Repurchase Order satisfies all applicable requirements for personal property and securities transfer as specified in the Standard Procedures. (iii) In the event BNYM determines a Repurchase Order to be a Non-Conforming Repurchase Order, BNYM shall implement any appropriate procedures that may be contained in the Fund Procedures and in the event the Non-Conforming Repurchase Order cannot be converted into a Conforming Repurchase Order by the expiration of the Repurchase Tender Offer Period, shall return reject the Non-Conforming Repurchase Order and provide notification of such rejection to the submitting Person, Distributor shareholder or Approved Financial Intermediarythe Distributor, as applicable, together with any written correspondence provided by ▇▇▇▇-▇▇. (iv) In the event BNYM determines a Repurchase Order to be a Conforming Repurchase Order (including Repurchase Orders that are were Non-Conforming Repurchase Orders when received but are have been remediated into Conforming Repurchase Orders by the close of the Repurchase Tender Offer Period) and the Repurchase Order has not been withdrawn by the close of the Repurchase Tender Offer Period, BNYM shall perform the following functions, subject to any applicable provisions of the Repurchase Tender Offer Notice, the Proration Conditions (as defined in Section 6) and or Fund Procedures not in conflict with the following: (a) Execute the Conforming Repurchase Order by debiting the appropriate number of Fund Shares from the relevant Fund shareholder account and cancelling such shares;at the calculated prorated amount. (b) Deliver to the Fund Custodian and the Fund or its designee a notification setting forth the number of Fund Shares repurchased by the Fund and make such additional entries in the Fund’s books and records to accurately reflect a reduction in the outstanding Shares of the Fund; and (c) Upon receipt of the monies from the Fund Custodian in an amount appropriate for the particular repurchase, pay such monies to the tendering party person in accordance with the Fund Procedures. (v) BNYM will also return to submitting parties sender without processing (i) all Repurchase Orders received after the Repurchase Cut-Off Time (as defined in Section 6), (ii) all Repurchase Orders received prior to the Repurchase Cut-Off Time close of the Tender Offer Period that were Non-Conforming Repurchase Orders when received and were not remediated into Conforming Repurchase Orders by the Repurchase Cut-Off Timeclose of the Tender Offer Period, and (ii) all Repurchase Orders withdrawn before the Repurchase Cut-Off Timeclose of the Tender Offer Period.

Direct Repurchases. BNYM shall perform the following functions in connection with Repurchase Orders received directly by BNYM (i.e., through methods other than the NSCC Process): (i) In the event BNYM receives a Repurchase Order other than during a Repurchase Offer Period from a shareholder of the Fund, BNYM shall return the Repurchase Order to the submitting shareholder without processing the order.. Confidential And Proprietary EXECUTION (ii) After BNYM has received a copy of a Repurchase Offer Notice (as defined in Section 65) from the FundBNYM-TI, BNYM shall, with respect to Repurchase Orders it receives during a relevant Repurchase Offer Period, review each Repurchase Order and exercise reasonable care to determine in accordance with the Fund Procedures whether the Repurchase Order constitutes a “"Conforming Repurchase Order”", which is hereby defined to mean a Repurchase Order with respect to which all the following criteria are satisfied, or a “"Non-Conforming Repurchase Order”", which is hereby defined to mean a Repurchase Order with respect to which one or more of the following criteria are not satisfied: (a) A Repurchase Order must comply with any applicable requirements of the Fund Procedures and the Repurchase Offer Notice, must be tendered in proper form and must contain all information and consist of all documentation as BNYM may reasonably determine necessary or appropriate. (b) All required or permitted endorsements and signatures must in BNYM’s 's reasonable judgment be valid and genuine; the requested repurchase must in BNYM’s 's reasonable judgment be legally authorized, and in BNYM’s 's reasonable judgment (I) no evidence of any nature whatsoever, whether credible or not credible, exists with respect to a claim adverse to such requested repurchase or the rights of the shareholder to submit a repurchase request, regardless of the merits of the claim; and (II) the Repurchase Order satisfies all applicable requirements for personal property and securities transfer as specified in the Standard Procedures. (iii) In the event BNYM determines a Repurchase Order to be a Non-Conforming Repurchase Order, BNYM shall implement any appropriate procedures that may be contained in the Fund Procedures and in the event the Non-Conforming Repurchase Order cannot be converted into a Conforming Repurchase Order by the expiration of the Repurchase Offer Period, shall return the Non-Conforming Repurchase Order to the submitting Person, Distributor or Approved Financial Intermediary, as applicable, together with any written correspondence provided by ▇▇▇▇-▇▇. (iv) In the event BNYM determines a Repurchase Order to be a Conforming Repurchase Order (including Repurchase Orders that are Non-Conforming Repurchase Orders when received but are remediated into Conforming Repurchase Orders by the close of the Repurchase Offer Period) and the Repurchase Order has not been withdrawn by the close of the Repurchase Offer Period, BNYM shall perform the following functions, subject to any applicable provisions of the Repurchase Offer Notice, the Proration Conditions (as defined in Section 65) and Fund Procedures not in conflict with the following: (a) Execute the Conforming Repurchase Order by debiting the appropriate number of Fund Shares from the relevant Fund shareholder account and cancelling such shares; (b) Deliver to the Fund Custodian and the Fund or its designee a notification setting forth the number of Fund Shares repurchased by the Fund and make such additional entries in the Fund’s 's books and records to accurately reflect a reduction in the outstanding Shares of the Fund; and (c) Upon receipt of the monies from the Fund Custodian in an amount appropriate for the particular repurchase, pay such monies to the tendering party in accordance with the Fund Procedures. (v) BNYM will also return to submitting parties without processing (i) all Repurchase Orders received after the Repurchase Cut-Off Time (as defined in Section 65), (ii) all Repurchase Orders received prior to the Repurchase Cut-Off Time that were Non-Conforming Repurchase Orders when received and were not remediated into Conforming Repurchase Orders by the Repurchase Cut-Off Time, and (ii) all Repurchase Orders withdrawn before the Repurchase Cut-Off Time.. Confidential And Proprietary EXECUTION

Direct Repurchases. Subject to Section 6, BNYM shall perform the following functions in connection with Repurchase Orders received directly by BNYM (i.e., through methods other than the NSCC Process): (i) In the event BNYM receives a Repurchase Order other than during a Repurchase Offer Period from a shareholder of the Fund, BNYM shall return the Repurchase Order to the submitting shareholder without processing the order. (ii) After BNYM has received a copy of a Repurchase Offer Notice (as defined in Section 65) from the FundBNYM-TI, BNYM shall, with respect to Repurchase Orders it receives during a relevant Repurchase Offer Period, review each Repurchase Order and exercise reasonable care to determine in accordance with the Fund Procedures whether the Repurchase Order constitutes a “"Conforming Repurchase Order”", which is hereby defined to mean a Repurchase Order with respect to which all the following criteria are satisfied, or a “"Non-Conforming Repurchase Order”", which is hereby defined to mean a Repurchase Order with respect to which one or more of the following criteria are not satisfied: (a) A Repurchase Order must comply with any applicable requirements of the Fund Procedures and the Repurchase Offer Notice, must be tendered in proper form and must contain all information and consist of all documentation as BNYM may reasonably determine necessary or appropriate. (b) All required or permitted endorsements and signatures must in BNYM’s 's reasonable judgment be valid and genuine; the requested repurchase must in BNYM’s 's reasonable judgment be legally authorized, and in BNYM’s 's reasonable judgment (I) no evidence of any nature whatsoever, whether credible or not credible, exists with respect to a claim adverse to such requested repurchase or the rights of the shareholder to submit a repurchase request, regardless of the merits of the claim; and (II) the Repurchase Order satisfies all applicable requirements for personal property and securities transfer as specified in the Standard Procedures. (iii) In the event BNYM determines a Repurchase Order to be a Non-Conforming Repurchase Order, BNYM shall implement any appropriate procedures that may be contained in the Fund Procedures and in the event the Non-Conforming Repurchase Order cannot be converted into a Conforming Repurchase Order by the expiration of the Repurchase Offer Period, shall return the Non-Conforming Repurchase Order to the submitting Person, Distributor or Approved Financial Intermediary, as applicable, together with any written correspondence provided by ▇▇▇▇BNYM-▇▇TI. (iv) In the event BNYM determines a Repurchase Order to be a Conforming Repurchase Order (including Repurchase Orders that are Non-Conforming Repurchase Orders when received but are remediated into Conforming Repurchase Orders by the close of the Repurchase Offer Period) and the Repurchase Order has not been withdrawn by the close of the Repurchase Offer Period, BNYM shall perform the following functions, subject to any applicable provisions of the Repurchase Offer Notice, the Proration Conditions (as defined in Section 65) and Fund Procedures not in conflict with the following: (a) Execute the Conforming Repurchase Order by debiting the appropriate number of Fund Shares from the relevant Fund shareholder account and cancelling such shares; (b) Deliver to the Fund Custodian and the Fund or its designee a notification setting forth the number of Fund Shares repurchased by the Fund and make such additional entries in the Fund’s 's books and records to accurately reflect a reduction in the outstanding Shares of the Fund; and (c) Upon receipt of the monies from the Fund Custodian in an amount appropriate for the particular repurchase, pay such monies to the tendering party in accordance with the Fund Procedures. (v) BNYM will also return to submitting parties without processing (i) all Repurchase Orders received after the Repurchase Cut-Off Time (as defined in Section 65), (ii) all Repurchase Orders received prior to the Repurchase Cut-Off Time that were Non-Conforming Repurchase Orders when received and were not remediated into Conforming Repurchase Orders by the Repurchase Cut-Off Time, and (ii) all Repurchase Orders withdrawn before the Repurchase Cut-Off Time.

Direct Repurchases. In lieu of performing the services set forth in Section 3(a)(3) of the Agreement, BNYM shall perform the following functions in connection with Repurchase Orders repurchase orders for I- Fund Shares received directly by BNYM (i.e., from I-Fund shareholders and not through methods other than the NSCC Process):networking system of the NSCC: (ia) In the event BNYM receives a Repurchase Order (as defined below) other than during a Repurchase Offer Period (as defined below) from a shareholder of the I-Fund, BNYM shall return the Repurchase Order to the submitting shareholder without processing the order. (iib) After BNYM has received a copy of a Repurchase Offer Notice (as defined in Section 6below) from the I- Fund, BNYM shall, with respect to Repurchase Orders it receives during a relevant Repurchase Offer Period, review each Repurchase Order and exercise reasonable care to determine in accordance with the I-Fund Procedures (as defined below) whether the Repurchase Order constitutes a “Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which all the following criteria are satisfied, or a “Non-Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which one or more of the following criteria are not satisfied: (ai) A Repurchase Order must comply with any applicable requirements of the I-Fund Procedures and the Repurchase Offer Notice, must be tendered in proper form and must contain all information and consist of all documentation as BNYM may reasonably determine necessary or appropriate.; and (bii) All required or permitted endorsements and signatures must in BNYM’s reasonable judgment be valid and genuine; the requested repurchase Repurchase Order must in BNYM’s reasonable judgment be legally authorized, and in BNYM’s reasonable judgment (I) no evidence of any nature whatsoever, whether credible or not credible, exists with respect to a claim adverse to such requested repurchase Repurchase Order or the rights of the shareholder to submit a repurchase requestRepurchase Order, regardless of the merits of the claim; and (II) the Repurchase Order satisfies all applicable requirements for personal property and securities transfer as specified in the Standard I-Fund Procedures. (iiic) In the event BNYM determines a Repurchase Order to be a Non-Conforming Repurchase Order, BNYM shall implement any appropriate or applicable procedures that may be contained in the I-Fund Procedures and in the event the Non-Conforming Repurchase Order canis not be converted into a Conforming Repurchase Order by the expiration of the Repurchase Offer Period, shall return the Non-Conforming Repurchase Order to the submitting Personshareholder, the Distributor or the Approved Financial Intermediary, as applicable, together with any written correspondence provided by ▇▇▇▇the I-▇▇Fund. (ivd) In the event BNYM determines a Repurchase Order to be a Conforming Repurchase Order (including Repurchase Orders that are were Non-Conforming Repurchase Orders when received but are have been remediated into Conforming Repurchase Orders by the close of the Repurchase Offer Period) and the Repurchase Order has not been withdrawn by the close of the Repurchase Offer Period, BNYM shall perform the following functions, subject to any applicable provisions of the Repurchase Offer Notice, the Proration Conditions (as defined in Section 6) and or I-Fund Procedures not in conflict with the following: (ai) Execute the Conforming Repurchase Order by debiting the appropriate number of I-Fund Shares from the relevant I-Fund shareholder account and cancelling such shares; (bii) Deliver to the Fund Custodian and the I-Fund or its designee a notification setting forth the number of I-Fund Shares repurchased by the I-Fund and make such additional entries in the I-Fund’s books and records to accurately reflect a reduction in the outstanding Shares of the I-Fund; and (ciii) Upon receipt of the monies from the Fund Custodian in an amount appropriate for corresponding to the particular repurchaseRepurchase Order, pay such monies to the tendering party shareholder in accordance with the I-Fund Procedures. (ve) BNYM will also return to submitting parties sender without processing (i) all Repurchase Orders received after the Repurchase Cut-Off Time (as defined in Section 6), (ii) all Repurchase Orders received prior to the close of the Repurchase Cut-Off Time Offer Period that were Non-Conforming Repurchase Orders when received and were not remediated into Conforming Repurchase Orders by the close of the Repurchase Cut-Off TimeOffer Period, and (ii) all Repurchase Orders withdrawn before the close of the Repurchase Cut-Off TimeOffer Period.

Direct Repurchases. BNYM shall perform the following functions in connection with Repurchase Orders repurchase orders for Fund Shares received directly by BNYM (i.e., through methods other than from Fund shareholders or the NSCC Process):Distributor: (i) In the event BNYM receives a Repurchase Order (as defined below) other than during a Repurchase Tender Offer Period from a shareholder of the Fund(as defined below), BNYM shall return the Repurchase Order to the submitting shareholder person without processing the order. (ii) After BNYM has received a copy of a Repurchase Tender Offer Notice (as defined in Section 6below) from the Fund, BNYM shall, with respect to Repurchase Orders it receives during a relevant Repurchase Tender Offer Period, review each Repurchase Order and exercise reasonable care to determine in accordance with the Fund Procedures (as defined below) whether the Repurchase Order constitutes a “”Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which all the following criteria are satisfied, or a “”Non-Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which one or more of the following criteria are not satisfied: (a) A Repurchase Order must comply with any applicable requirements of the Fund Procedures and the Repurchase Tender Offer Notice, must be tendered in proper form and must contain all information and consist of all documentation as BNYM may reasonably determine necessary or appropriate. (b) All required or permitted endorsements and signatures must in BNYM’s reasonable judgment be valid and genuine; the requested repurchase must in BNYM’s reasonable judgment be legally authorized, and in BNYM’s reasonable judgment (I) no evidence of any nature whatsoever, whether credible or not credible, exists with respect to a claim adverse to such requested repurchase or the rights of the shareholder to submit a repurchase request, regardless of the merits of the claim; and (II) the Repurchase Order satisfies all applicable requirements for personal property and securities transfer as specified in the Standard Procedures. (iii) In the event BNYM determines a Repurchase Order to be a Non-Conforming Repurchase Order, BNYM shall implement any appropriate procedures that may be contained in the Fund Procedures and in the event the Non-Conforming Repurchase Order cannot be converted into a Conforming Repurchase Order by the expiration of the Repurchase Tender Offer Period, shall return reject the Non-Conforming Repurchase Order and provide notification of such rejection to the submitting Person, Distributor shareholder or Approved Financial Intermediarythe Distributor, as applicable, together with any written correspondence provided by ▇▇▇▇-▇▇. (iv) In the event BNYM determines a Repurchase Order to be a Conforming Repurchase Order (including Repurchase Orders that are were Non-Conforming Repurchase Orders when received but are have been remediated into Conforming Repurchase Orders by the close of the Repurchase Tender Offer Period) and the Repurchase Order has not been withdrawn by the close of the Repurchase Tender Offer Period, BNYM shall perform the following functions, subject to any applicable provisions of the Repurchase Tender Offer Notice, the Proration Conditions (as defined in Section 6) and or Fund Procedures not in conflict with the following: (a) Execute the Conforming Repurchase Order by debiting the appropriate number of Fund Shares from the relevant Fund shareholder account and cancelling such shares;at the calculated prorated amount. (b) Deliver to the Fund Custodian and the Fund or its designee a notification setting forth the number of Fund Shares repurchased by the Fund and make such additional entries in the Fund’s books and records to accurately reflect a reduction in the outstanding Shares of the Fund; and (c) Upon receipt of the monies from the Fund Custodian in an amount appropriate for the particular repurchase, pay such monies to the tendering party person in accordance with the Fund Procedures. (v) BNYM will also return to submitting parties sender without processing (i) all Repurchase Orders received after the Repurchase Cut-Off Time (as defined in Section 6), (ii) all Repurchase Orders received prior to the Repurchase Cut-Off Time close of the Tender Offer Period that were Non-Conforming Repurchase Orders when received and were not remediated into Conforming Repurchase Orders by the Repurchase Cut-Off Timeclose of the Tender Offer Period, and (ii) all Repurchase Orders withdrawn before the Repurchase Cut-Off Timeclose of the Tender Offer Period.

Direct Repurchases. In lieu of performing the services set forth in Section 3(a)(3) of the Agreement, BNYM shall perform the following functions in connection with Repurchase Orders repurchase orders for Fund Shares received directly by BNYM (i.e.from Fund shareholders, the Distributor or an Approved Financial Intermediary and not through methods other than the NSCC Process):networking system of the NSCC: (i) In the event BNYM receives a Repurchase Order (as defined below) other than during a Repurchase Tender Offer Period from a shareholder of the Fund(as defined below), BNYM shall return the Repurchase Order to the submitting shareholder person without processing the order. (ii) After BNYM has received a copy of a Repurchase Tender Offer Notice (as defined in Section 6below) from the Fund, BNYM shall, with respect to Repurchase Orders it receives during a relevant Repurchase Tender Offer Period, review each Repurchase Order and exercise reasonable care to determine in accordance with the Fund Procedures (as defined below) whether the Repurchase Order constitutes a “Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which all the following criteria are satisfied, or a “Non-Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which one or more of the following criteria are not satisfied: (a) A Repurchase Order must comply with any applicable requirements of the Fund Procedures and the Repurchase Tender Offer Notice, must be tendered in proper form and must contain all information and consist of all documentation as BNYM may reasonably determine necessary or appropriate. (b) All required or permitted endorsements and signatures must in BNYM’s reasonable judgment be valid and genuine; the requested repurchase must in BNYM’s reasonable judgment be legally authorized, and in BNYM’s reasonable judgment (I) no evidence of any nature whatsoever, whether credible or not credible, exists with respect to a claim adverse to such requested repurchase or the rights of the shareholder to submit a repurchase request, regardless of the merits of the claim; and (II) the Repurchase Order satisfies all applicable requirements for personal property and securities transfer as specified in the Standard Procedures. (iii) In the event BNYM determines a Repurchase Order to be a Non-Conforming Repurchase Order, BNYM shall implement any appropriate procedures that may be contained in the Fund Procedures and in the event the Non-Conforming Repurchase Order cannot be converted into a Conforming Repurchase Order by the expiration of the Repurchase Tender Offer Period, shall return the Non-Conforming Repurchase Order to the submitting Personshareholder, Distributor or Approved Financial Intermediary, as applicable, together with any written correspondence provided by ▇▇▇▇-▇▇the Fund. (iv) In the event BNYM determines a Repurchase Order to be a Conforming Repurchase Order (including Repurchase Orders that are were Non-Conforming Repurchase Orders when received but are have been remediated into Conforming Repurchase Orders by the close of the Repurchase Tender Offer Period) and the Repurchase Order has not been withdrawn by the close of the Repurchase Tender Offer Period, BNYM shall perform the following functions, subject to any applicable provisions of the Repurchase Tender Offer Notice, the Proration Conditions (as defined in Section 6) and or Fund Procedures not in conflict with the following: (a) Execute the Conforming Repurchase Order by debiting the appropriate number of Fund Shares from the relevant Fund shareholder account and cancelling such shares; (b) Deliver to the Fund Custodian and the Fund or its designee a notification setting forth the number of Fund Shares repurchased by the Fund and make such additional entries in the Fund’s books and records to accurately reflect a reduction in the outstanding Shares of the Fund; and (c) Upon receipt of the monies from the Fund Custodian in an amount appropriate for the particular repurchase, pay such monies to the tendering party person in accordance with the Fund Procedures. (v) BNYM will also return to submitting parties sender without processing (i) all Repurchase Orders received after the Repurchase Cut-Off Time (as defined in Section 6), (ii) all Repurchase Orders received prior to the Repurchase Cut-Off Time close of the Tender Offer Period that were Non-Conforming Repurchase Orders when received and were not remediated into Conforming Repurchase Orders by the Repurchase Cut-Off Timeclose of the Tender Offer Period, and (ii) all Repurchase Orders withdrawn before the Repurchase Cut-Off Timeclose of the Tender Offer Period.

Direct Repurchases. BNYM shall perform the following functions in connection with Repurchase Orders received directly by BNYM (i.e., through methods other than the NSCC Process): (i) In the event BNYM receives a Repurchase Order other than during a Repurchase Offer Period from a shareholder of the Fund, BNYM shall return the Repurchase Order to the submitting shareholder without processing the order. (ii) After BNYM has received a copy of a Repurchase Offer Notice (as defined in Section 65) from the FundBNYM-TI, BNYM shall, with respect to Repurchase Orders it receives during a relevant Repurchase Offer Period, review each Repurchase Order and exercise reasonable care to determine in accordance with the Fund Procedures whether the Repurchase Order constitutes a “"Conforming Repurchase Order”", which is hereby defined to mean a Repurchase Order with respect to which all the following criteria are satisfied, or a “"Non-Conforming Repurchase Order”", which is hereby defined to mean a Repurchase Order with respect to which one or more of the following criteria are not satisfied: (a) A Repurchase Order must comply with any applicable requirements of the Fund Procedures and the Repurchase Offer Notice, must be tendered in proper form and must contain all information and consist of all documentation as BNYM may reasonably determine necessary or appropriate.. Confidential And Proprietary EXECUTION (b) All required or permitted endorsements and signatures must in BNYM’s 's reasonable judgment be valid and genuine; the requested repurchase must in BNYM’s 's reasonable judgment be legally authorized, and in BNYM’s 's reasonable judgment (I) no evidence of any nature whatsoever, whether credible or not credible, exists with respect to a claim adverse to such requested repurchase or the rights of the shareholder to submit a repurchase request, regardless of the merits of the claim; and (II) the Repurchase Order satisfies all applicable requirements for personal property and securities transfer as specified in the Standard Procedures. (iii) In the event BNYM determines a Repurchase Order to be a Non-Conforming Repurchase Order, BNYM shall implement any appropriate procedures that may be contained in the Fund Procedures and in the event the Non-Conforming Repurchase Order cannot be converted into a Conforming Repurchase Order by the expiration of the Repurchase Offer Period, shall return the Non-Conforming Repurchase Order to the submitting Person, Distributor or Approved Financial Intermediary, as applicable, together with any written correspondence provided by ▇▇▇▇BNYM-▇▇TI. (iv) In the event BNYM determines a Repurchase Order to be a Conforming Repurchase Order (including Repurchase Orders that are Non-Conforming Repurchase Orders when received but are remediated into Conforming Repurchase Orders by the close of the Repurchase Offer Period) and the Repurchase Order has not been withdrawn by the close of the Repurchase Offer Period, BNYM shall perform the following functions, subject to any applicable provisions of the Repurchase Offer Notice, the Proration Conditions (as defined in Section 65) and Fund Procedures not in conflict with the following: (a) Execute the Conforming Repurchase Order by debiting the appropriate number of Fund Shares from the relevant Fund shareholder account and cancelling such shares; (b) Deliver to the Fund Custodian and the Fund or its designee a notification setting forth the number of Fund Shares repurchased by the Fund and make such additional entries in the Fund’s 's books and records to accurately reflect a reduction in the outstanding Shares of the Fund; and (c) Upon receipt of the monies from the Fund Custodian in an amount appropriate for the particular repurchase, pay such monies to the tendering party in accordance with the Fund Procedures. (v) BNYM will also return to submitting parties without processing (i) all Repurchase Orders received after the Repurchase Cut-Off Time (as defined in Section 65), (ii) all Repurchase Orders received prior to the Repurchase Cut-Off Time that were Non-Conforming Repurchase Orders when received and were not remediated into Conforming Repurchase Orders by the Repurchase Cut-Off Time, and (ii) all Repurchase Orders withdrawn before the Repurchase Cut-Off Time.. Confidential And Proprietary EXECUTION

Direct Repurchases. BNYM shall perform the following functions in connection with Repurchase Orders received directly by BNYM (i.e., through methods other than the NSCC Process): (i) In the event BNYM receives a Repurchase Order other than during a Repurchase Offer Period from a shareholder of the Fund, BNYM shall return the Repurchase Order to the submitting shareholder without processing the order. (ii) After BNYM has received a copy of a Repurchase Offer Notice (as defined in Section 65) from the FundBNYM-TI, BNYM shall, with respect to Repurchase Orders it receives during a relevant Repurchase Offer Period, review each Repurchase Order and exercise reasonable care to determine in accordance with the Fund Procedures whether the Repurchase Order constitutes a “Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which all the following criteria are satisfied, or a “Non-Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which one or more of the following criteria are not satisfied: (a) A Repurchase Order must comply with any applicable requirements of the Fund Procedures and the Repurchase Offer Notice, must be tendered in proper form and must contain all information and consist of all documentation as BNYM may reasonably determine necessary or appropriate. (b) All required or permitted endorsements and signatures must in BNYM’s 's reasonable judgment be valid and genuine; the requested repurchase must in BNYM’s 's reasonable judgment be legally authorized, and in BNYM’s 's reasonable judgment (I) no evidence of any nature whatsoever, whether credible or not credible, exists with respect to a claim adverse to such requested repurchase or the rights of the shareholder to submit a repurchase request, regardless of the merits of the claim; and (II) the Repurchase Order satisfies all applicable requirements for personal property and securities transfer as specified in the Standard Procedures. (iii) In the event BNYM determines a Repurchase Order to be a Non-Conforming Repurchase Order, BNYM shall implement any appropriate procedures that may be contained in the Fund Procedures and in the event the Non-Conforming Repurchase Order canis not be converted into a Conforming Repurchase Order by the expiration of the Repurchase Offer Period, shall return the Non-Conforming Repurchase Order to the submitting Person, Distributor or Approved Financial Intermediary, as applicable, together with any written correspondence provided by ▇▇▇▇-▇▇. (iv) In the event BNYM determines a Repurchase Order to be a Conforming Repurchase Order (including Repurchase Orders that are were Non-Conforming Repurchase Orders when received but are have been remediated into Conforming Repurchase Orders by the close of the Repurchase Offer Period) and the Repurchase Order has not been withdrawn by the close of the Repurchase Offer Period, BNYM shall perform the following functions, subject to any applicable provisions of the Repurchase Offer Notice, the Proration Conditions (as defined in Section 65) and Fund Procedures not in conflict with the following: (a) Execute the Conforming Repurchase Order by debiting the appropriate number of Fund Shares from the relevant Fund shareholder account and cancelling such shares; (b) Deliver to the Fund Custodian and the Fund or its designee a notification setting forth the number of Fund Shares repurchased by the Fund and make such additional entries in the Fund’s 's books and records to accurately reflect a reduction in the outstanding Shares of the Fund; and (c) Upon receipt of the monies from the Fund Custodian in an amount appropriate for corresponding to the particular repurchaseRepurchase Order, pay such monies to the tendering party in accordance with the Fund Procedures. (v) BNYM will also return to submitting parties without processing (i) all Repurchase Orders received after the Repurchase Cut-Off Time (as defined in Section 65), (ii) all Repurchase Orders received prior to the Repurchase Cut-Off Time that were Non-Conforming Repurchase Orders when received and were not remediated into Conforming Repurchase Orders by the Repurchase Cut-Off Time, and (ii) all Repurchase Orders withdrawn before the Repurchase Cut-Off Time.

Direct Repurchases. In lieu of performing the services set forth in Section 3(a)(3) of the Agreement, BNYM shall perform the following functions in connection with Repurchase Orders repurchase orders for I-Fund Shares received directly by BNYM (i.e., from I-Fund shareholders and not through methods other than the NSCC Process):networking system of the NSCC: (ia) In the event BNYM receives a Repurchase Order (as defined below) other than during a Repurchase Offer Period (as defined below) from a shareholder of the I-Fund, BNYM shall return the Repurchase Order to the submitting shareholder without processing the order. (iib) After BNYM has received a copy of a Repurchase Offer Notice (as defined in Section 6below) from the I- Fund, BNYM shall, with respect to Repurchase Orders it receives during a relevant Repurchase Offer Period, review each Repurchase Order and exercise reasonable care to determine in accordance with the I-Fund Procedures (as defined below) whether the Repurchase Order constitutes a “Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which all the following criteria are satisfied, or a “Non-Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which one or more of the following criteria are not satisfied: (ai) A Repurchase Order must comply with any applicable requirements of the I-Fund Procedures and the Repurchase Offer Notice, must be tendered in proper form and must contain all information and consist of all documentation as BNYM may reasonably determine necessary or appropriate.; and (bii) All required or permitted endorsements and signatures must in BNYM’s reasonable judgment be valid and genuine; the requested repurchase Repurchase Order must in BNYM’s reasonable judgment be legally authorized, and in BNYM’s reasonable judgment (I) no evidence of any nature whatsoever, whether credible or not credible, exists with respect to a claim adverse to such requested repurchase Repurchase Order or the rights of the shareholder to submit a repurchase requestRepurchase Order, regardless of the merits of the claim; and (II) the Repurchase Order satisfies all applicable requirements for personal property and securities transfer as specified in the Standard I-Fund Procedures. (iiic) In the event BNYM determines a Repurchase Order to be a Non-Conforming Repurchase Order, BNYM shall implement any appropriate or applicable procedures that may be contained in the I-Fund Procedures and in the event the Non-Conforming Repurchase Order canis not be converted into a Conforming Repurchase Order by the expiration of the Repurchase Offer Period, shall return the Non-Conforming Repurchase Order to the submitting Personshareholder, the Distributor or the Approved Financial Intermediary, as applicable, together with any written correspondence provided by ▇▇▇▇the I-▇▇Fund. (ivd) In the event BNYM determines a Repurchase Order to be a Conforming Repurchase Order (including Repurchase Orders that are were Non-Conforming Repurchase Orders when received but are have been remediated into Conforming Repurchase Orders by the close of the Repurchase Offer Period) and the Repurchase Order has not been withdrawn by the close of the Repurchase Offer Period, BNYM shall perform the following functions, subject to any applicable provisions of the Repurchase Offer Notice, the Proration Conditions (as defined in Section 6) and or I-Fund Procedures not in conflict with the following: (ai) Execute the Conforming Repurchase Order by debiting the appropriate number of I-Fund Shares from the relevant I-Fund shareholder account and cancelling such shares; (bii) Deliver to the Fund Custodian and the I-Fund or its designee a notification setting forth the number of I-Fund Shares repurchased by the I-Fund and make such additional entries in the I-Fund’s books and records to accurately reflect a reduction in the outstanding Shares of the I-Fund; and (ciii) Upon receipt of the monies from the Fund Custodian in an amount appropriate for corresponding to the particular repurchaseRepurchase Order, pay such monies to the tendering party shareholder in accordance with the I-Fund Procedures. (ve) BNYM will also return to submitting parties sender without processing (i) all Repurchase Orders received after the Repurchase Cut-Off Time (as defined in Section 6), (ii) all Repurchase Orders received prior to the close of the Repurchase Cut-Off Time Offer Period that were Non-Conforming Repurchase Orders when received and were not remediated into Conforming Repurchase Orders by the close of the Repurchase Cut-Off TimeOffer Period, and (ii) all Repurchase Orders withdrawn before the close of the Repurchase Cut-Off TimeOffer Period.

Direct Repurchases. BNYM shall perform the following functions in connection with Repurchase Orders repurchase orders for Fund Shares received directly by BNYM (i.e., through methods other than the NSCC Process):BNYM: (i) In the event BNYM receives a Repurchase Order other than during a Repurchase Tender Offer Period from a shareholder of the FundPeriod, BNYM shall return the Repurchase Order to the submitting shareholder natural person or legal entity without processing the orderRepurchase Order. (ii) After BNYM has received a copy of a Repurchase Tender Offer Notice (as defined in Section 6) from the Fund, BNYM shall, with respect to Repurchase Orders it receives during a relevant Repurchase Tender Offer Period, review each Repurchase Order and exercise reasonable care to determine in accordance with the Fund Procedures whether the Repurchase Order constitutes a “Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which all the following criteria are satisfied, or a “Non-Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which one or more of the following criteria are not satisfied: (a) A Repurchase Order must comply with any applicable requirements of the Fund Procedures and the Repurchase Tender Offer Notice, must be tendered in proper form and must contain all information and consist of all documentation as BNYM may reasonably determine necessary or appropriate. (b) All required or permitted endorsements and signatures must in BNYM’s reasonable judgment be valid and genuine; the requested repurchase must in BNYM’s reasonable judgment be legally authorized, and in BNYM’s reasonable judgment (I) no evidence of any nature whatsoever, whether credible or not credible, exists with respect to a claim adverse to such requested repurchase or the rights of the shareholder to submit a repurchase request, regardless of the merits of the claim; and (II) the Repurchase Order satisfies all applicable requirements for personal property and securities transfer as specified in the Standard Procedures. (iii) In the event BNYM determines a Repurchase Order to be a Non-Conforming Repurchase Order, BNYM shall implement any appropriate procedures that may be contained in the Fund Procedures and in the event the Non-Conforming Repurchase Order cannot be converted into a Conforming Repurchase Order by the expiration close of business on the Repurchase Offer PeriodNAV Date, shall return the Non-Conforming Repurchase Order to the submitting Personshareholder, Distributor or Approved Financial Intermediary, as applicable, together with any written correspondence provided by ▇▇▇▇-▇▇the Fund. (iv) In the event BNYM determines a Repurchase Order to be a Conforming Repurchase Order (including Repurchase Orders that are were Non-Conforming Repurchase Orders when received but are have been remediated into Conforming Repurchase Orders by the close of business on the Repurchase Offer PeriodNAV Date) and the Repurchase Order has not been withdrawn by the close of the Repurchase Tender Offer Period, BNYM shall perform the following functions, subject to any functions listed immediately below in conjunction with applicable provisions of the Repurchase Tender Offer Notice, the Proration Conditions (as defined in Section 6) and Fund Procedures not in conflict with the following: (a) Execute the Conforming Repurchase Order by debiting the appropriate number of Fund Shares from the relevant Fund shareholder account and cancelling such shares; (b) Deliver to the Fund Custodian and the Fund or its designee a notification setting forth the aggregate number of Fund Shares repurchased by the Fund and the aggregate proceeds to be remitted to BNYM based on the NAV communicated to BNYM applicable to the particular Tender Offer, and make such additional entries in the Fund’s books and records to accurately reflect a reduction in the outstanding Shares of the Fund; and (c) Upon receipt of the monies from the Fund Custodian in an amount appropriate for the particular repurchase, pay such monies to the tendering party in accordance with the Fund Proceduresnatural person or legal entity. (v) BNYM will also return to submitting parties sender without processing (i) all Repurchase Orders received after the Repurchase Cut-Off Time (as defined in Section 6), (ii) all Repurchase Orders received prior to the Repurchase Cut-Off Time close of the Tender Offer Period that were Non-Conforming Repurchase Orders when received and were not remediated into Conforming Repurchase Orders by the Repurchase Cut-Off Timeclose of business on the NAV Date, and (ii) all Repurchase Orders withdrawn before the Repurchase Cut-Off Timeclose of the Tender Offer Period. (vi) BNYM will manually perform the following functions in accordance with the processes and procedures in effect on the effective date of Adoption Agreement And Amendment No. 12 To Transfer Agency And Shareholder Services Agreement Amendment No. 12: (i) allocate Fund Shares to tendering shareholders in the event Fund Shares tendered for repurchase in a particular tender offer exceed the maximum percentage or number of shares set by the Fund for the particular tender offer, (ii) compute 12b-1 and any other service fees, (iii) issue wire payment instructions, and (iv) provided reports reasonably requested by the Fund with respect to its tender offers. To the extent the foregoing functions are automated in accordance with the Change Process and Technology Services of Schedule 3 to the Agreement, BNYM will convert from the manual process to the automated process.

Direct Repurchases. BNYM shall perform the following functions in connection with Repurchase Orders received directly by BNYM (i.e., through methods other than the NSCC Process): (i) In the event BNYM receives a Repurchase Order other than during a Repurchase Offer Period from a shareholder of the Fund, BNYM shall return the Repurchase Order to the submitting shareholder without processing the order. (ii) After BNYM has received a copy of a Repurchase Offer Notice (as defined in Section 65) from the FundBNYM-TI, BNYM shall, with respect to Repurchase Orders it receives during a relevant Repurchase Offer Period, review each Repurchase Order and exercise reasonable care to determine in accordance with the Fund Procedures whether the Repurchase Order constitutes a “Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which all the following criteria are satisfied, or a “Non-Conforming Repurchase Order”, which is hereby defined to mean a Repurchase Order with respect to which one or more of the following criteria are not satisfied: (a) A Repurchase Order must comply with any applicable requirements of the Fund Procedures and the Repurchase Offer Notice, must be tendered in proper form and must contain all information and consist of all documentation as BNYM may reasonably determine necessary or appropriate. (b) All required or permitted endorsements and signatures must in BNYM’s reasonable judgment be valid and genuine; the requested repurchase must in BNYM’s reasonable judgment be legally authorized, and in BNYM’s reasonable judgment (I) no evidence of any nature whatsoever, whether credible or not credible, exists with respect to a claim adverse to such requested repurchase or the rights of the shareholder to submit a repurchase request, regardless of the merits of the claim; and (II) the Repurchase Order satisfies all applicable requirements for personal property and securities transfer as specified in the Standard Procedures. (iii) In the event BNYM determines a Repurchase Order to be a Non-Conforming Repurchase Order, BNYM shall implement any appropriate procedures that may be contained in the Fund Procedures and in the event the Non-Conforming Repurchase Order cannot be converted into a Conforming Repurchase Order by the expiration of the Repurchase Offer Period, shall return the Non-Conforming Repurchase Order to the submitting Person, Distributor or Approved Financial Intermediary, as applicable, together with any written correspondence provided by ▇▇▇▇-▇▇. (iv) In the event BNYM determines a Repurchase Order to be a Conforming Repurchase Order (including Repurchase Orders that are Non-Conforming Repurchase Orders when received but are remediated into Conforming Repurchase Orders by the close of the Repurchase Offer Period) and the Repurchase Order has not been withdrawn by the close of the Repurchase Offer Period, BNYM shall perform the following functions, subject to any applicable provisions of the Repurchase Offer Notice, the Proration Conditions (as defined in Section 65) and Fund Procedures not in conflict with the following: (a) Execute the Conforming Repurchase Order by debiting the appropriate number of Fund Shares from the relevant Fund shareholder account and cancelling such shares; (b) Deliver to the Fund Custodian and the Fund or its designee a notification setting forth the number of Fund Shares repurchased by the Fund and make such additional entries in the Fund’s books and records to accurately reflect a reduction in the outstanding Shares of the Fund; and (c) Upon receipt of the monies from the Fund Custodian in an amount appropriate for the particular repurchase, pay such monies to the tendering party in accordance with the Fund Procedures. (v) BNYM will also return to submitting parties without processing (i) all Repurchase Orders received after the Repurchase Cut-Off Time (as defined in Section 65), (ii) all Repurchase Orders received prior to the Repurchase Cut-Off Time that were Non-Conforming Repurchase Orders when received and were not remediated into Conforming Repurchase Orders by the Repurchase Cut-Off Time, and (ii) all Repurchase Orders withdrawn before the Repurchase Cut-Off Time.