NORTHERN TRUST
LIQUIDITY SOLUTIONS PORTAL
TERMS AND CONDITIONS

The Northern Trust Liquidity Solutions Portal (the "Portal") is an institutional money market tool provided by Northern (as defined below) through the Northern Trust Passport Online Services ("Northern Trust Passport").

These terms and conditions, together with any applicable annexes and the Northern Trust Passport Online Services Terms and Conditions (together, the "Liquidity Solutions Portal Terms and Conditions") shall govern the use of the Portal web sites (each herein called a "Web Site" and collectively, the "Web Sites") by or on behalf of professional institutional investors (each herein called a "Client"). The Portal is not intended for use or distribution to the general public.

'You' are authorized to represent the Client and have been named as a 'User' in the Trade Authorization Setup section of the Portal Account Opening Form.

Once accepted by you on behalf of the Client, these Liquidity Solutions Portal Terms and Conditions will constitute a binding agreement between you, the Client and Northern.

For the purposes of these Liquidity Solutions Portal Terms and Conditions, "Northern" means the Northern Trust entity operating the Portal and acting as "Portal Operator". In particular:

(a) for Clients in the United States, "Northern" or the "Portal Operator" means The Northern Trust Company;
(b) for Clients in the European Economic Area, "Northern" or the "Portal Operator" means Northern Trust Global Services S.E.; and
(c) for Clients in the United Kingdom and all other jurisdictions other than the EEA and the United States of America, "Northern" or the "Portal Operator" means The Northern Trust Company, London branch.

These Liquidity Solutions Portal Terms and Conditions are without prejudice to any separate agreement(s) that may be in place between the Client and Northern or an affiliate of Northern governing the provision of separate services to the Client, including but not limited to custody services, banking services, or fund services.

Binding Agreement

You represent, warrant and undertake to Northern that you are authorised to accept and agree to these Liquidity Solutions Portal Terms and Conditions on behalf of the Client. Without prejudice to the foregoing, Northern shall be entitled to rely on your designation as an authorised user for the purpose of the Northern Trust Passport as the Client's legal, valid, binding and enforceable delegation of authority to you to agree and accept these Liquidity Solutions Portal Terms and Conditions on behalf of the Client. You hereby represent, acknowledge and agree that the Client wishes to utilise the Portal through the Web Sites. You may access the pages of the Web Sites and utilise the Portal through the Web Sites only if you accept and agree to these Liquidity Solutions Portal Terms and Conditions on behalf of the Client. By agreeing to these Liquidity Solutions Portal Terms and Conditions, you, on behalf of the Client, consent to the Client receiving reports and other information from Northern in relation to the Portal and the Web Sites electronically, including via a website. After reviewing these Liquidity Solutions Portal Terms and Conditions carefully, you should indicate your agreement and acceptance on behalf of the Client by clicking the button labeled "I accept the above agreement" to continue.

Copies of these Liquidity Solutions Portal Terms and Conditions will be made available through the Portal by selecting Terms of Use from any page within the Portal.

You will not be allowed to access any other pages of this Web Site or make use of any services through the Web Sites, until you have accepted and agreed to these Liquidity Solutions Portal Terms and Conditions on behalf of the Client by clicking on the "I accept the above agreement" button. If you, on behalf of the Client, do not wish to accept these Liquidity Solutions Portal Terms and Conditions, you should not click on the "I accept the above agreement" button but should click on the "I do not accept the above agreement" button or simply exit this Web Site. If you reject these Liquidity Solutions Portal Terms and Conditions on behalf of the Client, neither you nor another representative of the Client may access the Portal, irrespective of whether such representative had previously accepted and agreed to these Liquidity Solutions Portal Terms and Conditions.

These Liquidity Solutions Portal Terms and Conditions and the services accessible through the Web Sites may be changed from time to time. If these Liquidity Solutions Portal Terms and Conditions are changed, you will again be asked to accept the Liquidity Solutions Portal Terms and Conditions on behalf of the Client. Northern will notify the Client in reasonable time about any material change to these Liquidity Solutions Portal Terms and Conditions unless Northern is unable to do so for legal or regulatory reasons. Your acceptance and agreement, on behalf of the Client (by clicking on the "I accept the above agreement" button to complete the login process), will constitute acceptance of and agreement to the amended Liquidity Solutions Portal Terms and Conditions by the Client and will apply in respect of all representatives of the Client. If at any time you, on behalf of the Client, do not wish to accept the amended Liquidity Solutions Portal Terms and Conditions, you, on behalf of the Client, should notify Northern and cease using the Web Sites. Please see the "Termination" provisions in the applicable Annex below for more information.

These Liquidity Solutions Portal Terms and Conditions apply only to the Client's access to the Web Site and the services accessible through the Web Sites. You, on behalf of the Client, and Northern acknowledge and agree that these Liquidity Solutions Portal Terms and Conditions do not supersede or otherwise amend, modify, change or waive the terms of any other agreement between the Client on the one hand and Northern on the other hand.

PLEASE READ THESE LIQUIDITY SOLUTIONS PORTAL TERMS AND CONDITIONS CAREFULLY

If you represent a Client in the United States, Annex A of these Liquidity Solutions Portal Terms and Conditions applies, and you must read it carefully to understand the terms and conditions applicable to you and the Client.

If you represent a Client in the European Economic Area or the United Kingdom, Annex B of these Liquidity Solutions Portal Terms and Conditions applies, and you must read it carefully to understand the terms and conditions applicable to you and the Client.

Annex A - Terms and Conditions applicable to Clients in the United States

For Clients in the United States, for the purposes of these Liquidity Solutions Portal Terms and Conditions:

(a) "Northern" means The Northern Trust Company and its affiliates in the United States; and
(b) "Bank" means The Northern Trust Company, The Northern Trust International Banking Corporation and their affiliated banks collectively.

The Northern Trust Company, the principal subsidiary of Northern Trust Corporation, is located at 50 South LaSalle Street, Chicago, Illinois 60603. The Northern Trust Company is a member of the Federal Reserve System. Since 1889, The Northern Trust Company has administered and managed assets for individuals, institutions and corporations.

The Northern Trust International Banking Corporation, a subsidiary of Northern Trust Corporation, is a United States federally chartered "Edge Act" banking corporation with its principal place of business at 3 Second Street at Harborside, Suite 1401, Jersey City, New Jersey 07311-3988.

Portal Services

The Portal is a liquidity tool for professional institutional clients only, and is not intended for use by the general public. Through the Portal, the Client will have access to a certain number of investment companies registered under the Investment Company Act of 1940 ("1940 Act"), as amended. The funds include investment companies for which Northern may serve as a sponsor, investment adviser, manager, administrator, custodian, transfer agent or financial intermediary. The funds and share classes that Northern can make available on the Portal may change from time to time. Funds shares and other interests in funds purchased by the Client are held directly by Client. Northern does not provide custody services through the Portal; any custody services provided by Northern or an affiliate of Northern are to be governed by a separate agreement between the Client and the relevant Northern Trust affiliate providing the relevant services.

Portal Services. The features and options available to Clients through the Portal (the "Portal Services") may include, but are not limited to, the following:

1. the ability to access the Portal through Northern Trust Passport, leveraging Northern's security access procedures coupled with single sign-on technology;

2. the service of receiving and transmitting orders, allowing the Client an automated web-based process to transmit instructions for the purchase and redemption of shares of funds to the funds' administrator, transfer agent or equivalent;

3. integration with fund transfer agents and direct access to effect transactions in the funds;

4. the ability to view consolidated fund holdings, view information on the funds, perform research on the funds and perform analytics; and

5. access to a client service team that will provide day to day Client support services, including but not limited to assisting with account maintenance, order transaction related activities, Client communication and correspondence and Portal issue resolution and training.

Users. Requests to change, remove or add authorized users of the Portal ("Portal Users") and user rights can only be made by the Client by completing and submitting appropriate documentation as required by the Bank. All changes and/or additions will only be effective once the Bank accepts and acts on the request.

In evaluating specific fund transaction features, the Client agrees to carefully consider the controls and limitations on user rights available for transactions, and implement those that are suitable for the Client in light of the Client's operations and intended use of the transactions feature.

Accounts. Prior to establishing access to the Portal, the Client will be required to complete, sign and deliver to the Bank a Portal User Profile Set-up form; and, for U.S. Clients, have an existing client agreement with the bank. In order to access any of the funds through the Portal, the Client will also be required to establish an account with the desired fund (a "Fund Account") by executing client account documentation required by the fund, or by directing the Bank to facilitate the opening of Fund Account on the Client's behalf. The Client agrees to provide any information or documentation required by any fund in relation to establishing and maintaining a Fund Account and as requested by the Bank for purposes of providing access to the Portal.

Documentation. In connection with the implementation of the Portal Services, the Client agrees to complete and provide to the Bank a signed Portal User Profile Set up form and any other information the Bank may require to establish the Portal Services and comply with applicable laws, including but not limited to information required to establish the identity of Portal Users and other persons authorized to act on behalf of the Client in connection with the Portal Services. The Client represents and warrants to the Bank that all information provided to Northern in connection with the establishment and ongoing administration of the Portal Services is true, accurate and complete and will notify Northern if any information subsequently becomes untrue, inaccurate or incomplete. Northern is entitled to rely upon the accuracy of all information and authorizations received in the implementation process. The Client agrees to notify the Bank immediately in writing of any change in the status of the Portal Users or individuals authorized to provide information to the Bank in connection with the administration of the Portal Services. You agree, on behalf of the Client, that the Client shall indemnify and hold harmless each of (a) the Bank, its affiliates and the directors, officers, employees, contractors and agents of the Bank and each affiliate and (b) the relevant Fund from and against all fines, penalties, levies, costs, claims and expenses, including reasonable attorneys' fees incurred by any of the above persons arising out of (i) any failure to notify the Bank of any change in the status of the Portal Users or (ii) any ineligible investment in any Fund as a consequence of any such change in status.

Direct Access Transactions. The Portal provides the Client with the ability to grant Portal Users the authority to initiate purchases and sales of available classes of shares or other interests in funds directly to the funds or the funds' administrators, transfer agents or equivalent ("Transactions"). Please carefully read a fund's prospectus and consider that all Transactions are subject to all account policies and requirements described in a fund's prospectus. Transactions through the Portal are Client self-directed through direct access from the Portal to the fund's administrator, transfer agent or equivalent. The Client is solely responsible for any and all investment decisions and resulting Transactions placed with a fund through the Portal, and the Client acknowledges that Northern (in its capacity as Portal Operator) (a) is not acting as a fiduciary or an advisor for the Client, (b) shall have no responsibility to review or make recommendations, (c) shall have no liability for any such Transactions, and (d) does not provide and has no responsibility to provide investment, legal, or tax advice and will not, under these Liquidity Solutions Portal Terms and Conditions, provide such services to the Client. The Client acknowledges and agrees that the provision of any financial, investment or market information through the Portal or otherwise does not constitute a recommendation by Northern of any security or investment strategy. Certain information on the Portal is obtained from third party sources and therefore Northern does not guarantee its accuracy or completeness.

Procedures. The Client is responsible for transmitting purchase orders and delivering required payment for shares or units in funds on a timely basis. All orders must be placed, and purchases and sales made, in accordance with procedures established by the Bank and the funds from time to time. The Client is responsible for all losses and expenses in relation to its investment in a fund, and purchase orders may be cancelled, in the event of any failure to make payment according to the procedures outlined in a fund's prospectus. The Client is solely responsible for monitoring the status of its Transactions and orders. Orders that are transmitted and have a pending status are not considered accepted and confirmed. The Bank may at any time request instructions from the Client and may await such instructions without incurring liability. The Bank has no obligation to act in the absence of such requested instructions, but may without liability take any action that it deems appropriate to carry out the purposes of the Portal Services. Bank shall be entitled to rely on any order as having been duly authorized by the Client without any duty or obligation to investigate the accuracy or correctness of the order, or the authenticity or extent of the authority exercised.

The Client accepts and acknowledges that it has an affirmative duty to timely review any and all reports of executions of orders and/or statements of accounts provided in accordance with these Liquidity Solutions Portal Terms and Conditions for accuracy and correctness.

Settlement. The Client acknowledges that the Client is responsible for transmitting payment to the corresponding fund in accordance with the fund's requirements in order to complete any purchase Transaction initiated through the Portal. Income and other proceeds from funds are paid directly to the Client. The Client acknowledges that Northern (in its capacity as Portal Operator) is not responsible, and shall not be liable, for actions taken by a fund related to the execution of any Transaction, pricing of a security for a Transaction, or any fees or gates imposed by a fund for any reason. The Client agrees to indemnify and hold Northern harmless from and against any interest, charges or other obligations, damages, costs or expenses that are incurred or suffered by Northern in its capacity as Portal Operator as a result of the Client's failure to make payment for a purchase Transaction as required by a fund or to otherwise follow Transaction procedures established by the Bank and the funds. The Client further acknowledges that in the event of the sale of units or shares of a fund, Northern is not responsible, and assumes no liability, for the transmittal of monies from the fund to the Client. The foregoing is without prejudice to any separate agreement(s) that may be in place between the Client and Northern or an affiliate of Northern governing the provision of separate services to the Client, including but not limited to custody services, banking services or fund services.

Termination. These Liquidity Solutions Portal Terms and Conditions shall continue in full force and effect until terminated by Northern or the Client at any time by giving 30 days' prior written notice. Access to the Portal shall automatically cease upon such termination. Such termination shall be without prejudice to the completion and/or settlement of Transactions already initiated and/or executed and will not affect outstanding rights or obligations. These Liquidity Solutions Portal Terms and Conditions will apply to such rights and obligations until all Transactions have been closed out, settled or delivery effected and all liabilities finally, unconditionally and irrevocably discharged.

In addition, the Bank may suspend or terminate access to the Portal with immediate effect if (a) you or the Client have breached a material obligation under these Liquidity Solutions Portal Terms and Conditions or violated any applicable law in connection with the Portal Services; (b) the continued provision of the Portal Services in accordance with the Liquidity Solutions Portal Terms and Conditions would, in Northern's good faith opinion, violate any applicable law, rule or regulation, or any requirement, policy or directive of any regulatory authority, or subject Northern to an unacceptable risk of loss; (c) the Bank believes in its sole discretion that you no longer have the authority to bind the Client to these Liquidity Solutions Portal Terms and Conditions or to Transactions; or (d) the nature of the client relationship between Client and the Bank has changed.

Not an Offer. The materials and information posted here are presented for informational purposes only, and are not an offer or solicitation for the purchase or sale of any securities or financial instruments or to provide any investment service or investment advice.

Suitability. Money market funds mentioned herein may not be suitable for all investors. Clients must make independent decisions regarding any money market funds mentioned herein. The information on this site does not constitute a recommendation of any investment strategy or product for a particular investor. Any reliance you may place on the accuracy of this information is at your own risk.

Fund Requirements. The Client consents to the delivery of all prospectuses, Statements of Additional Information ("SAI") and other fund documents, including supplements and updates thereto (together, "Fund Documentation"), electronically via the Portal. The Client agrees to rely upon either the Fund Documentation available on the Portal or the related website of funds offered for information relating to a fund, including information on any fund charges and expenses.

The Client is solely responsible for maintaining any records of Transactions required to be maintained by it by applicable law.

Costs and charges. The Client shall be responsible for all costs associated with its access to the Web Sites and use of the Portal Services.

(a) Northern Trust fees and charges: Subject to the foregoing, Northern shall provide the Portal Services to the Client at no charge. Northern reserves the right to introduce, upon reasonable advance notice to the Client, a charge for access to the Portal in the future.

Your fund account statement is the official record of your holdings and balances.

Access; Security; Privacy

In order to access the Portal through the Web Sites, Portal Users must login and may be required to complete such security processes as the Bank may require from time to time. Client agrees that the foregoing access procedure is reasonable and accepts such access procedure. The Client will be fully responsible for protecting against the unauthorized use of any passwords, identification numbers, and similar security information. The Client will establish and maintain such procedures as it deems necessary and appropriate to protect the confidentiality of all passwords, identification numbers and security codes against unauthorized use. The Client shall strictly limit access to the Portal to Portal Users. The Client hereby acknowledges and consents to Northern's reliance on the fact that any person using the foregoing access procedure is authorized by the Client to do so, and such person may access the Portal through the Web Sites on behalf of the Client. If either you or the Client install any software or enables any service that stores information from the Web Sites on any mobile device or computer, it is yours and the Client's responsibility, prior to disposal or transfer of such device, to remove that information and otherwise disable access to such software or service, in order to prevent unauthorized access to the Client's information or account. If the Client becomes aware of any suspicious or unauthorized conduct concerning its accounts, identification numbers, logins, passwords, or security challenge questions and answers, the Client agrees to contact the Bank immediately. Northern will not be liable for any loss or damage arising from the Client's or your failure to comply with this paragraph.

Northern has established security procedures for the protection of Client information and transactions available through the Web Sites. However, the security of this information depends in part on the security of the computer that the Client uses to communicate with Northern, the security that the Client uses to protect identification numbers and passwords, and the security provided by the Client's Internet service provider. You acknowledge on your own behalf and on the behalf of the Client that you have reviewed the Northern Trust Online Services - Security Overview and agree that the security procedures described therein are acceptable and reasonable to yourself and the Client.

The Bank may temporarily suspend a Portal User's access to the Web Sites if a) the Portal User does not comply with applicable security procedures or b) Northern believes that Portal User's access to the Web Sites may be compromised such that continued access may result in a security breach or fraudulent Transaction. The Portal User may contact the Bank for information regarding his or her suspension of access. Northern will provide information to the Portal User to assist in eliminating the possible compromise. The Bank may permanently suspend a Portal User's access to the Web Sites if the Portal User is unable or unwilling to comply with the security procedures. The Bank will notify the Client of any Portal Users whose access have been permanently compromised.

To provide better services to our clients and more effective web sites, Northern gathers and analyzes online data, including number of hits, pages visited, length of user session, etc., and uses "cookies." A cookie is a small piece of information stored by a web site on the Portal User's computer hard drive so that the web site can remember who the user is as well as help the user navigate the site. These cookies do not collect personally identifiable information, and Northern does not combine data collected through cookies with other Client information. For more information about cookies, their uses and instructions on modifying related browser settings, you may visit public sites and other public resources on the subject. For further information about Northern's policy regarding the use of personally identifiable information, see Northern's Privacy Policy.

The Northern Trust Corporation, the parent company of The Northern Trust Company, owns all rights, including copyrights, designs and database rights, in the selection and arrangement of the content of the Web Sites. The content original to the Web Sites, including but not limited to the text and images and their arrangement, are protected by copyright © 2019 Northern Trust Corporation, the parent company of The Northern Trust Company. All rights reserved.

Except only for copies of the Client's account balance and transaction information, obtained from the Web Sites in conjunction with the use of file sharing tools in a manner consistent with the purpose for which they were intended, or otherwise as expressly set out in these Liquidity Solutions Portal Terms and Conditions or permitted by applicable law, you may not copy the material on the Web Sites, or upload, post, publish, transmit or distribute in any way (whether electronically or otherwise) or create other works based on such material, without the prior written consent of the Bank. Copies of the material on the Web Sites made incidentally in the ordinary course of your use of the Web Sites (such as in cache memory) and a reasonable number of printed copies made by you for Client's own internal use are permitted, provided you do not delete or change any copyright, trademark or other proprietary, or any disclaimer, which forms part of such material. Except for the limited permissions expressly set out above, nothing on the Web Sites should be construed as granting any other right or licence under any copyright or trade mark of Northern or any third party.

As between the Client and Northern, all intellectual property rights in the material on the Web Sites, other than any material or information uploaded by the Clients using Northern's file sharing tools, remain in Northern or its affiliates or licensors. With respect to any material or information that is provided or uploaded by or on behalf of the Client using Northern's file sharing tools, Client hereby grants to Northern a non-exclusive, worldwide, perpetual, irrevocable, sub-licensable assignable and royalty-free license to use and copy such material or information for the purpose of, and to the extent necessary for Northern's operation of the Portal and the provision of the Portal Services to the Clients.

The Client agrees that misappropriation or misuse of the material on the Web Sites will cause serious damage to Northern or its affiliates or licensors and that money damages may not constitute sufficient compensation. You agree on behalf of the Client that in the event of any misappropriation or misuse by the Client of the material on the Web Sites, Northern, or its affiliates or licensors has the right to obtain injunctive relief in addition to any other remedies available to it.

The Client acknowledges that the Web Sites display trademarks of Northern Trust Corporation and its affiliates, including "Northern Trust Liquidity Solutions Portal".

Confidential Information

The Web Sites described herein and the databases, computer programs, screen formats, report formats, processes, systems, software, formulae, programs, records, files, documentation and other information made available to the Client by Northern through the use of the Web Sites, excluding Client's account and transaction information, are the exclusive, valuable and confidential information and trade secrets of Northern and its relevant licensors ("Confidential Information"). The Client agrees to maintain the confidentiality of Northern's Confidential Information with at least as great a degree of care as it uses for its own Confidential Information, and at a minimum, the Client shall take necessary and reasonable precautions to prevent such information from being disclosed to any person, firm, or company not specifically permitted by these Liquidity Solutions Portal Terms and Conditions or specifically authorized in writing by the Bank. The Client agrees not to sell, transfer, publish, disclose, display or otherwise make available to others, nor to use any Confidential Information except to carry out the purposes for which Northern disclosed the Confidential Information to the Client. The foregoing shall not apply to Confidential Information that is in the public domain or any disclosure of Confidential Information which is required by law.

Corporate Authority and Compliance

The Client represents, warrants and covenants, at all times during the term hereof, that: (a) it has the power, corporate or otherwise, and authority to enter into these Liquidity Solutions Portal Terms and Conditions and to make use of the Portal; (b) the use of the Portal by the Client will at all times comply with its articles of association, or charter and by-laws and/or other constituent documents and will not violate any applicable law; and (c) each Transaction entered into by the Client through the Portal will be a permissible transaction under applicable law and under the articles of association, or charter and by-laws and/or other constituent documents of the Client and will be the legal, valid and binding obligation of the Client, enforceable against the Client in accordance with its terms. The Client hereby represents and warrants that it is acting as principal and will not be acting as agent or in another capacity for the benefit of one or more other accounts or persons.

Disclaimers

NEITHER NORTHERN NOR ANY OF ITS AFFILIATES OR LICENSORS MAKES ANY REPRESENTATION ABOUT THE SUITABILITY OF THE CONTENT OF THE WEB SITES OR ANY WEB SITE SERVICES FOR ANY PURPOSE. ALL DATA, INFORMATION, CONTENT AND SERVICES ARE PROVIDED BY NORTHERN "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. NORTHERN, ITS AFFILIATES AND LICENSORS DISCLAIM ANY WARRANTIES AND REPRESENTATIONS WITH REGARD TO THE CONTENT AND THE PORTAL SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Although Northern attempts to keep the information on the Web Sites accurate, complete, and current, Northern does not warrant that such information is accurate, complete, or current. It is Client's and your responsibility to verify any information accessed or viewed through the Web Sites and Portal before relying on it. NORTHERN AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY REPRESENTATION THAT ANY AUTOMATED SYSTEM (AS DEFINED BELOW) WILL OPERATE UNINTERRUPTED OR BE ERROR FREE.

The Bank is providing the information on the Web Sites and Portal on the understanding that it is not rendering investment, accounting, legal or tax advice. Please have the Client consult its own legal or tax advisor concerning such matters.

Northern has made reasonable efforts to ensure that the Web Sites are virus free but cannot guarantee or warrant that they are virus free. Northern and its affiliates expressly disclaim any representation that the Web Sites are virus free and you and the Client agree that Northern shall have no liability of any kind for viruses, worms, Trojan horses, or other similar harmful components that may enter your computer by downloading information, software or other materials from the Web Sites. Northern encourages you to routinely scan your computer using a reliable virus protection product to detect and remove any viruses found.

Limitation of Liability; Indemnity

You and the Client understand that the use of the Internet and other automated systems that provide the Client with Internet access to the services available through the Web Sites (collectively, the "Automated Systems") entails risks, including, but not limited to, interruptions of service, system or communications failures, delays in service, errors or omissions in information provided, errors in the design or functioning of such Automated Systems and corruption of the Client's data or systems (collectively, a "System Failure"), that could cause substantial damage, expense or liability to you or the Client. The Internet is an open system, and there is no absolute guarantee that the information being retrieved will not be intercepted by others and decrypted. Any reports, data, information, software, products, services or other materials downloaded from the Web Sites are done at the Client's and your own risk.

NORTHERN AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURY ARISING OUT OF OR RELATING TO THE CUSTOMER'S OR YOUR USE OF THE PORTAL SERVICES OR THE USE OF THE WEB SITES, INCLUDING BUT NOT LIMITED TO THOSE CAUSED BY ACTS, OMISSIONS OR FAILURES OF ANY THIRD PARTY, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR SYSTEM FAILURE, EXCEPT FOR DIRECT DAMAGES DIRECTLY CAUSED BY NORTHERN'S OR ITS AFFILIATES GROSS NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT. IN NO EVENT WILL NORTHERN OR ANY OF ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES THROUGH THE WEB SITES OR THE USE, COPYING, OR DISPLAY OF INFORMATION ACCESSED THROUGH THE WEB SITES OR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO THOSE ARISING FROM THE ABOVE, WHETHER OR NOT NORTHERN OR ANY AFFILIATE OR LICENSOR WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER OF LIABILITY IS EFFECTIVE WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY.

Without limiting the foregoing, Northern and its affiliates will not be liable for any losses or damages incurred as a result of any information or confidential information submitted to it through the Web Sites or for its transmission of information or confidential information to any person(s) or entity(ies) as a result of the Client's request for such transmission reasonably believed by Northern or an affiliate to have been made by such Client.

Without limiting the foregoing, Northern and its affiliates will not be liable for the actual or alleged insufficient exercise of care in selecting, monitoring or operating any Automated System, for any failure or delay in informing you or the Client of any System Failure or in taking action to prevent or correct any such System Failure. Northern and its affiliates have no responsibility to inform the Client of (i) any decision to use, not to use or cease using any Automated System, (ii) the characteristics, function, design or purpose of any Automated System, or (iii) any specific risks inherent in any Automated System.

Nothing in these Liquidity Solutions Portal Terms and Conditions seeks to exclude or restrict Northern's duties or liabilities to its clients under applicable law.

You agree, on behalf of the Client, that the Client shall indemnify and hold harmless each of Northern, its affiliates and the directors, officers, employees, contractors and agents of Northern and each affiliate from and against all claims and expenses, including reasonable attorneys' fees (together, "Losses"), arising out of the Client's use of the Web Sites and any violation by the Client of these Liquidity Solutions Portal Terms and Conditions, including (i) any claim or action brought by any third party to the extent that such claim or action arises out of or in connection with or is caused, directly or indirectly, by the Client's use of the Web Sites; (ii) any information provided to Northern by you; and (iii) any regulatory or investigative inquiries or information subpoenas which arise out of or in connection with the Client's use of the Web Sites, except to the extent that such Loses are the direct result of the willful default or fraud of Northern or its directors, officers, employees, contractors or agents; or the willful default or fraud of any affiliate or its directors, officers, employees, contractors or agents.

On behalf of the Client, you agree that the foregoing disclaimers, limitations of liability and indemnity are part of the bargain between the parties, and acknowledge that without such protections the Bank and its affiliates would not have made the Portal available through the Web Sites, or would have done so only on significantly different terms.

You and the Client are expected to take full responsibility for any and all of your investment decisions. The information presented on the Web Site is provided only as an aid for informing those who make their own investment decisions and are not to be used or considered as an offer to sell or solicitation of an offer to buy any financial instruments. Any investment decisions you make on behalf of the Client will be based on your evaluation of your own investment goals, risk tolerance, and financial condition. Northern accepts no liability whatsoever for any direct or consequential losses arising from any use of the information obtained on or through the Web Site. You agree on behalf of yourself and the Client to use this Web Site only for lawful purposes. You further agree that you are responsible for your use of the Web Site.

Accuracy of Information

The data, information and content published on this Web Site are provided by Northern for informational purposes only and are subject to change without notice. Such information and content are provided on an "as is" basis without any warranty of any kind, and the user of such information and content assumes the entire risk of any use thereof. Although Northern believes the information and content on this web site have been obtained from sources considered reliable, neither Northern, nor its affiliates nor any third party sponsor of any products, services or information and content on this site guarantees or warrants the accuracy, completeness or timeliness of any information or content on this Web Site or of any benefit associated with any such information or content.

Neither you nor the Client should consider any of the information or content on this Web Site as investment advice.

Data and other information presented on this Web Site, any third party site linked from this site, or presented in data files produced by Northern, have been obtained from sources considered reliable, but are not guaranteed, and Northern makes no representation or warranty as to the accuracy or completeness of the information contained on the Web Site, and it should not be relied upon as such. Northern cannot guarantee information and transaction delivery speed.

Data and information herein has been obtained from sources believed to be reliable, but Northern does not warrant its accuracy. Such information may be incomplete or condensed. The value of units or shares in the funds made available on the Portal (including the income derived therefrom) may be adversely affected by changes in market prices, the imposition of taxes and other factors. Prices, opinions and estimates reflect our judgment on the date of original publication and are subject to change at any time without notice. Information concerning past performance is not necessarily a guide to future performance.

We believe the information provided here is reliable, but do not warrant its accuracy or completeness. This material is not intended as an offer or solicitation for the purchase or sale of any financial instrument. The views and strategies described may not be suitable for all investors. This material has been prepared for informational purposes only, and is not intended to provide, and should not be relied on for, investment, accounting, legal or tax advice. References to future returns are not promises or even estimates of actual returns a client portfolio may achieve. Any forecasts contained herein are for illustrative purposes only and are not to be relied upon as advice or interpreted as a recommendation.

Links to Third Party Sites

Some of the sites listed as links in the Web Sites will let you leave Northern's servers, and those sites are not under Northern's control. Access to any other Internet site linked to the Web Sites is at the user's own risk. You acknowledge on your own behalf and on behalf of the Client that Northern is not responsible for your or the Client's compliance or otherwise with any terms and conditions of usage applicable to such third party sites. Any and all content to which you link, either directly or indirectly, from this site will not have been developed, renewed or monitored by Northern and Northern cannot and does not guarantee or make any representation or warranty, either express or implied, as to the accuracy, validity, sequence, timeliness, reliability, completeness or continued availability of any information, data, opinions, advice, statements made on, or other content of those linked sites. The fact that Northern has provided a link to a site is NOT an endorsement, authorization, sponsorship, affiliation or claim of trade association by Northern with respect to such site, its proprietor or its providers; Northern is providing these links only as a convenience to you. Northern has not tested any information, software, products or services found on those sites and therefore cannot make any representations whatsoever with respect thereto. Northern will not accept any responsibility for the content of such third party sites or any loss or damage in whatever manner, howsoever caused, resulting from the Client's disclosure to third parties of its own information.

Neither you nor the Client may create a link to any page of the Web Sites without the express written consent of Northern.

Data Uploads

With respect to any use of the Web Sites to upload data or information, you agree on behalf of the Client, not to upload any data or information that (i) may infringe the intellectual property rights or privacy rights of any person, (ii) is false, misleading or inaccurate, or (iii) is defamatory, libelous, harassing, obscene or pornographic. You agree, on behalf of the Client, not to use the Web Sites to commit fraud, violate applicable law, create liability for Northern or interfere with or disrupt the operation of the Web Sites.

Money Market Funds Risk Disclosure

A general description of the nature and risks of a particular fund can be found in that fund's Fund Documentation.

You could lose money by investing in money market funds.

Although certain money market funds seek to preserve the value of your investment at $1.00 per share, they cannot guarantee it will do so. Certain money market funds maintain a market value NAV so the share price of the money market fund will fluctuate, and when you sell your shares they may be worth more or less than what you originally paid for them. Certain money market funds may impose a fee upon the sale of your shares or may temporarily suspend your ability to sell shares if such money market fund's liquidity falls below required minimums because of market conditions or other factors.

An investment in a money market fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation ("FDIC"), any other government agency, or The Northern Trust Company, its affiliates, subsidiaries or any other bank. A money market fund's sponsor has no legal obligation to provide financial support to the money market fund, and you should not expect that the sponsor will provide financial support to the money market fund at any time.

The Securities and Exchange Commission ("SEC") has not approved or disapproved these securities or passed upon the adequacy of any money market funds' prospectus. Any representation to the contrary is a criminal offense.

Shares of money market funds are offered only by a current prospectus and are intended solely for persons to whom shares of U.S. registered funds may be sold. Eligibility for a particular money market fund is subject to such fund family's final determination and acceptance.

For more complete information about a money market fund, including investment policies, risk considerations, charges and expenses, a prospectus or summary prospectus may be obtained by calling 1-844-544-4472 or by downloading a prospectus from the Portal. An investor should read the prospectus carefully before investing or sending money.

Always read the Fund Documentation and consider the Fund's specific investment objectives and risks before investing.

If you have trouble obtaining a prospectus or other Fund Documentation, contact us. Not all classes of shares or units may be available to every Client or to every account in the Client's name. Not all Funds are available to all Clients, in all domiciles.

Please read and consider the investment objectives, risks, charges and expenses of the funds carefully before investing. The prospectus or summary prospectus contains this and other information about the funds. Always read the prospectus or summary prospectus carefully before you invest or send money. To obtain a prospectus call 1-844-544-4472 or email NT_Liquidity_Portal@ntrs.com.

Nothing contained in the Web Sites or any page thereof constitutes an offer to sell or a solicitation of an offer to buy any security, nor shall any such security be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction.

Northern Institutional Funds- Money Market Portfolios

Northern Trust Investments, Inc., a subsidiary of Northern Trust Corporation, serves as the investment adviser and administrator of the Northern Institutional Funds- Money Market Portfolios. The Northern Trust Company, an affiliate of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Northern Institutional Funds- Money Market Portfolios, for which it receives compensation for transfer agent and custodian services. Northern may provide other services to the Money Market Portfolios and receive compensation for such services if consistent with the 1940 Act and the rules, exemptive orders and no-action letters issued by the SEC thereunder.

Shares of Northern Institutional Funds- Money Market Portfolios are distributed by Northern Funds Distributors, LLC ("NFD"). NFD is not affiliated with Northern.

Non-Proprietary Money Market Funds- Service Fees and Revenue Sharing Disclosure

Northern has entered into agreements with certain of the non-proprietary money market funds and/or their investment advisers, distributors and their affiliates (collectively, "Fund Sponsors") pursuant to which Northern may receive a fee or commission from the funds made available on the Portal in connection with the Portal Services. Such arrangements and compensation are generally described in the prospectus or SAI for such funds. The Client consents to and acknowledges Northern's receipt of the compensation described in this section. The Client acknowledges having read the foregoing, and understands that [Northern will rely on such consent and on the enabling statutes and regulations which govern the Portal in the use of non-proprietary money market funds and/or their Fund Sponsors paying Northern fees in connection with the Portal and provision of Portal services.]

Northern may receive revenue sharing fees from certain non-proprietary money market funds and/or their Fund Sponsors. Northern may also receive service fees in consideration for Portal services that it provides to those funds. Please review the additional information provided below concerning these fees.

Fund Sponsors may pay Northern compensation, out of their own assets and not as an additional charge to each fund (although the entity's revenues or profits may reflect fees paid to them by the fund), in connection with the Portal and provision of Portal services ("revenue sharing").

Revenue sharing payments received by Northern in respect of a fund are paid at any annualized rate and are calculated and paid monthly based on the average daily net asset value of the shares or units of that Fund held by all Clients during the period. The amount of these payments is determined at the discretion of the Fund Sponsors from time to time, may be substantial, and may be different for different funds based on, for example, the nature of the services provided by Northern.

Revenue-sharing payments may present a conflict between the interests of Northern and your interests because the prospect of receiving, or the receipt of additional compensation described above by Northern may provide Northern with an incentive to favor Transactions in a particular fund over Transactions in funds with respect to which Northern receives lower levels of additional compensation. Although money market funds from different mutual fund families are available through Northern, this is only part of the universe of money market funds that are available to you in the marketplace. You may wish to take such payment arrangements into account when considering and evaluating any recommendations relating to fund shares and you should discuss this matter with your financial advisor and review each fund's prospectus, other Fund Documentation and any other disclosures prior to investing in any fund.

Northern may enter into additional revenue sharing arrangements or change or discontinue existing arrangements with a fund and/or Fund Sponsors at any time without notice.

For additional information on a particular fund's payment and compensation practices, please refer to the fund's prospectus and SAI.

Anti-Money Laundering Obligations; Sanctions; Anti-Terrorism Obligations

The Client represents, warrants and covenants that it is in compliance with all applicable laws pertaining to anti-money laundering and anti-terrorism, including those related to sanctions screening and Client identification and verification. The Client agrees that it shall provide to Northern Trust, upon request, so long as permitted by applicable law, including those pertaining to data privacy, any documents and other information reasonably requested by Northern in order to satisfy any anti-money laundering, anti-terrorism, sanctions screening or Client identification and verification laws, rules and regulations applicable to Northern. Such information may include, without limitation, background documentation and foreign bank certifications relating to the Client, and, if applicable, the anti-money laundering, anti-terrorism, sanctions screening and/or Client identification and verification policies and procedures of the Client.

Location of Products and Services

Northern's products and services are offered only in jurisdictions where they may be lawfully offered for sale and are subject to the terms of and governed by the applicable agreement. NOT ALL PRODUCTS OR SERVICES MENTIONED HEREIN ARE AVAILABLE IN ALL JURISDICTIONS.

The information contained in this website is intended for use by U.S. persons only. It is not intended for use by non-U.S. persons. "U.S. person" means a resident of the United States or a corporation, partnership or other entity organized under United States laws. You agree that you will not access this Web Site from any territory where it would be illegal to do so and that you are responsible for compliance with applicable laws and regulations.

Information about Northern

Communications. All notices, statements and any other documents or correspondence shall be in written English and may be made by whatever means unless these Liquidity Solutions Portal Terms and Conditions or applicable law require otherwise.

Northern has delegated the responsibility for receiving client communications relating to the Portal to The Northern Trust Company, Chicago. You and the Client can communicate with Northern by using the following address, by telephone, telex, fax, email or in person, unless you are obliged to communicate in writing under these Liquidity Solutions Portal Terms and Conditions, in which case you may communicate with Northern by letter delivered by post, by email, or by personal delivery to that address:

The Northern Trust Company

ATTN: Liquidity Servicing

50 S LaSalle Street

MB-16

Chicago, IL 60603

Email: NT_Liquidity_Portal@ntrs.com

In providing service or delivery of a relevant communication, it shall be sufficient for Northern to prove that it was correctly addressed and was posted, or, where it was delivered otherwise than by post, that it was delivered to the correct address or, where it was sent by fax or telex or other means of electronic or telecommunication (including, but not limited to, communications sent via the internet or any of a website's functionality or e-mail communications), that it was transmitted to the correct number or electronic mail address as last notified to Northern.

You confirm on your own behalf and on behalf of the Client that you and the Client have regular access to the internet and hereby consent to Northern providing you and the Client with information by posting such information on our website at the address we may from time to time notify to you or by communicating it to you by post, telex, fax or email.

Telephone communications or conversations between Northern and Clients or their representatives that result or may result in Transactions will be recorded. A copy of the recording of such conversations will be available on request for a period of five years and, where requested by a competent authority, for a period of up to seven years, or for such other longer period as may be required by a competent authority in a local jurisdiction in accordance with applicable law.

Reliance on affiliates and delegates

The Client acknowledges and agrees that Northern may employ, delegate, engage, associate or contract with one or more affiliates, agents or service providers as Northern may deem necessary or desirable to assist it in providing the Portal Services or discharging other obligations under these Liquidity Solutions Portal Terms and Conditions, provided however that Northern shall be as responsible to the Client for the acts and omissions of any such affiliates, agents or service providers as it is for its own acts and omissions under these Liquidity Solutions Portal Terms and Conditions.

Jurisdiction

The Portal is being provided by a State of Illinois bank in the State of Illinois, United States of America. These Liquidity Solutions Portal Terms and Conditions will be governed by and be interpreted pursuant to the laws of the State of Illinois, United States of America, notwithstanding any principles of conflicts of law. You agree on your own behalf and on behalf of the Client to be bound by all applicable laws and regulations that may pertain to the Web Sites, including U.S. export and re-import laws and regulations.

The state or federal courts located in Cook County, Illinois or New York County, New York, have exclusive jurisdiction over any cause of action arising out of or related to the content or use of the Web Sites.

Force Majeure

If Northern is prevented, hindered or delayed from or in performing any of its obligations under these Liquidity Solutions Portal Terms and Conditions as a result of any event which occurs due to reasons outside of Northern's control (including, but not limited to, any natural, systems, facilities, technological, political or other cause and whether in respect of a relevant third party trading venue, any affiliate, Northern, third party or otherwise) and which cannot be overcome by reasonable diligence and/or without unreasonable expense solely by Northern, such obligation(s) shall be suspended for so long as that event continues.

Invalidity of provisions

Each provision of these Liquidity Solutions Portal Terms and Conditions is severable and if any provision is or becomes invalid or contravenes applicable law, the remaining provisions will not be affected.

Waiver

No failure on the part of any party to exercise, and no delay on its part in exercising, any right or remedy under these Liquidity Solutions Portal Terms and Conditions will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further or future exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in these Liquidity Solutions Portal Terms and Conditions are cumulative and not exclusive of any rights or remedies provided by law.

Rights of Third Parties

Other than an affiliate of Northern, a person who is not a party to these Liquidity Solutions Portal Terms and Conditions shall have no right to enforce any of its terms.

Assignment

Northern may assign, transfer or novate its rights, benefits and/or obligations under or in connection with these Liquidity Solutions Portal Terms and Conditions or any Transaction to an affiliate or a third party provided it acts in accordance with applicable laws and reasonably considers that such a transfer will not materially affect the provision of the Portal Services provided to you under these Liquidity Solutions Portal Terms and Conditions. Northern may do this on giving the Client at least 30 days' written notice.

The obligations under these Liquidity Solutions Portal Terms and Conditions shall bind, and the rights shall be enforceable by, any permitted assignee or successor to these Liquidity Solutions Portal Terms and Conditions.

International Use

Because of the global nature of the Internet, you agree on your own behalf and on behalf of the Client to comply with all local rules with respect to Client's use of the Web Sites. In addition, you agree and your own behalf and on behalf of the Client to comply with all material laws, rules, codes, and regulations regarding the transmission of technical data exported from the United States. You and Client further agree to comply with all material laws, rules, codes and regulations regarding the transmission of personally identifiable information in, to or from the United States. The Web Sites may be stored on servers in the United States or other jurisdictions. You hereby acknowledge on your own behalf and on behalf of the Client that you and the Client have appropriate consent from any and all data subjects whose personally identifiable information may be contained in any data uploaded by you and the Client to the Web Sites to make such information available for use, review and disclosure.

Entire Agreement

Other than any document expressly referred to herein, these Liquidity Solutions Portal Terms and Conditions set forth the entire agreement between you, Northern and the Client relating to the use of the Web Sites. The Client may not alter the Liquidity Solutions Portal Terms and Conditions without the express written consent of Northern. If any part of these Liquidity Solutions Portal Terms and Conditions is held unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

Agreement to Liquidity Solutions Portal Terms and Conditions

You acknowledge that you have read and understand these Liquidity Solutions Portal Terms and Conditions. If you, on behalf of the Client, wish to accept and agree to these Liquidity Solutions Portal Terms and Conditions, please indicate your acceptance by clicking the button labeled "I accept the above agreement." If you, on behalf of the Client do not wish to accept and agree to these Liquidity Solutions Portal Terms and Conditions, please DO NOT click on the button labeled "I accept the above agreement." Instead, click on the button labeled "I do not accept the above agreement" and exit this site.

These Liquidity Solutions Portal Terms and Conditions and the services accessible through the Web Sites may be changed from time to time by Northern by posting such changes to the Web Sites. If these Liquidity Solutions Portal Terms and Conditions are changed, you will again be asked to accept the Liquidity Solutions Portal Terms and Conditions on behalf of the Client.

Annex B - Terms and Conditions applicable to Clients in the European Economic Area and the United Kingdom

For the purposes of these Liquidity Solutions Portal Terms and Conditions, "Northern" means:

(a) for Clients in the European Economic Area ("EEA"), Northern Trust Global Services SE; and
(b) for Clients in the United Kingdom and all other jurisdictions other than the EEA and the United States of America, The Northern Trust Company, London branch.

Northern Trust Global Services SE ("NTGS") is a European company authorised as a credit institution in Luxembourg under Chapter 1 of Part 1 of the Luxembourg law of 5 April 1993 on the financial sector registered with the Luxembourg Trade and Companies Register under number B232281 and whose registered office in Luxembourg is at 6, rue Lou Hemmer, L-1748 Senningerberg, Luxembourg and is authorised by the European Central Bank ("ECB") and jointly regulated by ECB and the Commission de Surveillance du Secteur Financier ("CSSF"). The Northern Trust Company, London branch ("TNTC-LB"): Authorised and regulated by the Federal Reserve Board. Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of TNTC-LB's regulation by the Prudential Regulation Authority are available from Northern on request. The contact address of the Prudential Regulation Authority is 20 Moorgate, London EC2R 6DA, United Kingdom. The contact address of the Financial Conduct Authority is 12 Endeavour Square, London E20 1JN, United Kingdom. The contact address of the Federal Reserve Board is 20th Street and Constitution Avenue N.W., Washington, DC 20551. The contact address of the Commission de Surveillance du Secteur Financier is 283 Route d'Arlon, 1150 Luxembourg. The contact address of the ECB is European Central Bank, 60640 Frankfurt am Main, Germany.

Client Classification

The Portal is a liquidity tool for professional clients only and is not intended for use by the general public.

For the purposes of these Liquidity Solutions Portal Terms and Conditions, Northern has categorised the Client as a professional client for the purposes of Directive 2014/65/EU ("MiFID II"). This replaces any previous categorisation set out in documentation between Northern and the Client in respect of its use of the Portal. Professional clients are considered to possess the experience, knowledge and expertise to make their own investment decisions and assess the risks inherent in their decisions. Northern is providing an execution-only service through the Portal and therefore will not conduct appropriateness tests in respect of the Portal Services (as defined below). The Client has the right to request a different categorisation by writing to Northern. Re-categorisation may involve a lower level of client protections. Northern shall advise the Client separately of any limitations, should Northern receive such a request. However, Northern does not offer the Portal Services to retail clients.

Portal Services

Through the Portal, the Client will have access to certain funds that Northern is able to make available in the Client's jurisdiction, including UCITS as defined in Article 1(2) Directive 2009/65/EC (as amended from time to time) ("the Funds", each a "Fund"). At all times Northern will have absolute sole discretion as to the Funds available on the Portal.

Shares, units and other interests in Funds purchased by the Client are held directly by the Client. Northern does not provide custody services through the Portal; any custody services provided by Northern or an affiliate of Northern are to be governed by a separate agreement between the Client and the relevant Northern Trust affiliate providing the relevant services.

Portal Services. The features and options available to Clients through the Portal (the "Portal Services") may include, but are not limited to, the following:

1. the ability to access the Portal through Northern Trust Passport, leveraging Northern's security access procedures coupled with single sign-on technology;

2. the service of reception and transmission of orders, allowing the Client an automated web-based process to transmit instructions for the purchase and redemption of shares or units in Funds to the Fund's administrator, transfer agent or equivalent;

3. integration with fund transfer agents and direct access to effect transactions in the Funds;

4. the ability to view consolidated Fund holdings, view information on the Funds, perform research on the Funds, and perform analytics; and

Users. Requests to change, remove or add authorised users of the Portal ("Portal Users") and user rights can only be made by the Client by completing and submitting appropriate documentation as required by Northern. All changes and/or additions will only be effective once Northern accepts and acts on the request.

In evaluating specific Fund transaction features, the Client agrees to carefully consider the controls and limitations on user rights available for transactions, and implement those that are suitable for the Client in light of the Client's operations and intended use of the transactions feature.

Accounts. Prior to establishing access to the Portal, the Client will be required to complete, sign and deliver to Northern a Portal User Profile Set-up form; and, for U.S. Clients, have an existing client agreement with Northern. In order to access any of the Funds through the Portal, the Client will also be required to establish an account with the desired Fund (a "Fund Account") by executing client account documentation required by the Fund, or by directing Northern to facilitate the opening of a Fund Account on the Client's behalf. The Client agrees to provide any information or documentation required by any Fund in relation to establishing and maintaining a Fund Account and as requested by Northern for purposes of providing access to the Portal.

Documentation. In connection with the implementation of the Portal Services, the Client agrees to complete and provide to Northern a signed Portal User Profile Set-up form and any other information Northern may require to establish the Portal Services and comply with applicable laws, including but not limited to information required to establish the identity of Portal Users and other persons authorised to act on behalf of the Client in connection with the Portal Services. The Client represents and warrants to Northern that all information provided to Northern in connection with the establishment and ongoing administration of the Portal Services is true, accurate and complete and will notify Northern if any information subsequently becomes untrue, inaccurate or incomplete. Northern is entitled to rely upon the accuracy of all information and authorisations received in the implementation process. The Client agrees to notify Northern immediately in writing of any change in the status of the Portal Users or individuals authorised to provide information to Northern in connection with the administration of the Portal services. You agree, on behalf of the Client, that the Client shall indemnify and hold harmless each of (a) Northern, its affiliates and the directors, officers, employees, contractors and agents of Northern and each affiliate and (b) the relevant Fund from and against all fines, penalties, levies, costs, claims and expenses, including reasonable attorneys' fees incurred by any of the above persons arising out of (i) any failure to notify Northern of any change in the status of the Portal Users or (ii) any ineligible investment in any Fund as a consequence of any such change in status.

The Client acknowledges that Northern may be required to disclose certain Client information, including without limitation, anti-money laundering documentary evidence and other due diligence information, to the Funds, a competent regulatory authority or another affiliate or group company, and the Client consents to Northern's disclosure of such information. The Client agrees to waive any applicable confidentiality requirements, including but not limited to those under Article 41 of the Luxembourg law of 5 April 1993, where Northern Trust Global Services S.E. discloses information considered as confidential in accordance with any applicable laws.

Direct Access Transactions. The Portal provides the Client with the ability to grant Portal Users the authority to initiate purchases and sales of available units, classes of shares or other interests in Funds directly to the Funds or the Funds' administrators, transfer agents or equivalent ("Transactions"). All Transactions are subject to all account policies and requirements described in a Fund's prospectus. Transactions through the Portal are Client self-directed through direct access from the Portal to the Fund's administrator or transfer agent. The Client is solely responsible for any and all investment decisions and resulting Transactions placed with a Fund through the Portal, and the Client acknowledges that Northern (in its capacity as Portal Operator) (a) is not acting as a fiduciary or an advisor for the Client, (b) shall have no responsibility to review or make recommendations, (c) shall have no liability, for any such Transactions, does not provide and has no responsibility to provide investment, legal, or tax advice and will not, under these Liquidity Solutions Portal Terms and Conditions, provide such services to the Client. The Client acknowledges and agrees that the provision of any financial, investment or market information through the Portal or otherwise does not constitute a recommendation by Northern of any security or investment strategy. Certain information on the Portal is obtained from third party sources and therefore Northern does not guarantee its accuracy or completeness.

Order handling. When transmitting instructions for the purchase and redemption of shares or units of Funds, we will do so in accordance with our Order Execution Policy as amended from time to time. The latest version of the Order Execution Policy is available on our website here: Order Execution Policy. By accepting these Liquidity Solutions Portal Terms and Conditions the Client hereby provides its express consent for Northern to execute Client's orders outside a regulated market, multilateral trading facility or organised trading facility where we reasonably believe it is in your best interests to do so. You hereby acknowledge that you have read our Order Execution Policy and, by your acceptance of these Liquidity Solutions Portal Terms and Conditions, accept its contents on behalf of the Client. Northern will treat the Client as having consented to the Order Execution Policy where it transmits orders for the purchase and redemption of shares or units of Funds through the Portal.

Procedures. The Client is responsible for transmitting purchase orders and delivering required payment for shares or units in Funds on a timely basis. All orders must be placed, and purchases and sales made, in accordance with procedures established by Northern and the Funds from time to time. The Client is responsible for all losses and expenses in relation to its investment in a Fund, and purchase orders may be cancelled, in the event of any failure to make payment according to the procedures outlined in a Fund's prospectus. The Client is solely responsible for monitoring the status of its Transactions and orders. Orders that are transmitted and have a pending status are not considered accepted and confirmed. Northern may at any time request instructions from the Client and may await such instructions without incurring liability. Northern has no obligation to act in the absence of such requested instructions, but may without liability take any action that it deems appropriate to carry out the purposes of the Portal Services. Northern shall be entitled to rely on any order as having been duly authorised by the Client without any duty or obligation to investigate the accuracy or correctness of the order, or the authenticity or extent of the authority exercised.

Settlement. The Client acknowledges that the Client is responsible for transmitting payment to the corresponding Fund in accordance with the Fund's requirements in order to complete any purchase Transaction initiated through the Portal. Income and other proceeds from Funds are paid directly to the Client. The Client acknowledges that in its capacity as custodian, Northern is authorised, but not be obligated, to advance its own funds to complete transactions in cases where adequate funds may not otherwise be available to the Client 's cash account maintained with Northern (the "Cash Account") and that in such situations Northern shall be entitled to repayment of the funds so advanced as well as Northern 's applicable fee for providing advancement of such funds. The Client recognises that any decision to effect an advancement of Northern 's own funds to the Cash Account will be an accommodation granted entirely at Northern 's option. The Client shall make Northern whole for any losses incurred from granting such accommodations and acknowledges Northern shall be entitled to debit any relevant amounts from the Cash Account or otherwise recover any relevant amounts on demand from the Client.

All amounts due to Northern shall be debited from the Cash Account by Northern unless otherwise paid on a timely basis and Northern has a continuing lien on all assets of the custody account maintained by Northern to secure such payments. Northern may apply or set off against such amounts any amounts credited by or due from Northern to the Client. If funds in the Cash Account are insufficient to make any such payment the Client shall promptly deliver to Northern the amount of such deficiency in immediately available funds when and as notified by Northern. The Client also acknowledges that Northern (in its capacity as Portal Operator) is not responsible, and shall not be liable, for actions taken by a Fund related to the execution of any Transaction, pricing of a security for a Transaction, or any fees or gates imposed by a Fund for any reason. The Client agrees to indemnify and hold Northern harmless from and against any interest, charges or other obligations, damages, costs or expenses that are incurred or suffered by Northern in its capacity as Portal Operator as a result of the Client's failure to make payment for a purchase Transaction as required by a Fund or to otherwise follow Transaction procedures established by Northern and the Funds. The Client further acknowledges that in the event of the sale of units or shares in a Fund, Northern is not responsible, and assumes no liability, for the transmittal of monies from the Fund to the Client. The foregoing is without prejudice to any separate agreement(s) that may be in place between the Client and Northern or an affiliate of Northern governing the provision of separate services to the Client, including but not limited to custody services or fund services.

In addition, Northern may suspend or terminate access to the Portal with immediate effect if (a) you or the Client have breached a material obligation under these Liquidity Solutions Portal Terms and Conditions or violated any applicable law in connection with the Portal Services; (b) the continued provision of the Portal Services in accordance with the Liquidity Solutions Portal Terms and Conditions would, in Northern's good faith opinion, violate any applicable law, rule or regulation, or any requirement, policy or directive of any regulatory authority, or subject Northern to an unacceptable risk of loss; (c) Northern believes in its sole discretion that you no longer have the authority to bind the Client to these Liquidity Solutions Portal Terms and Conditions or to Transactions; or (d) the nature of the client relationship between Client and Northern has changed.

Fund Requirements. The Client consents to the delivery of all prospectuses and other Fund documents, including but not limited to key investor information documents ("KIIDs"), target market information ("Target Market Information"), supplements and updates thereto (together, "Fund Documentation"), electronically via the Portal. The Client agrees to rely upon either the Fund Documentation available on the Portal or the related website of Funds offered for information relating to a Fund.

The Client is solely responsible for maintaining any records of Transactions required to be maintained by it by applicable law.

The Client hereby undertakes that it will take into account the Target Market Information for a Fund when distributing any shares or units in that Fund.

Costs and charges. The Client shall be responsible for all costs associated with its access to the Web Sites and use of the Portal Services.

(b) Costs and charges associated with an investment in a Fund through the Portal: Northern shall provide ex-ante information on the forecasted costs and charges associated with an investment in a Fund through the Portal along with information on any service fees and revenue sharing arrangements (please see below). The information about all costs and charges shall be aggregated and an itemised breakdown shall be provided on request. Such ex-ante information relies on data or information provided by a Fund and Northern does not give any representation or warranty as to the accuracy of such underlying data or information. Northern shall provide information annually on the actual costs and charges incurred by the Client from all Transactions during the year. Notwithstanding the foregoing, by agreeing to these Liquidity Solutions Portal Terms and Conditions the Client hereby agrees to a limited application to the fullest extent permitted by MiFID II of the detailed costs and charges requirements set out in Commission Delegated Regulation (EU) 2017/565.

Access; Security; Privacy

In order to access the Portal through the Web Sites, Portal Users must login and may be required to complete such security processes as Northern may require from time to time. The Client agrees that the foregoing access procedure is reasonable and accepts such access procedure. The Client will be fully responsible for protecting against the unauthorised use of any passwords, identification numbers, and similar security information. The Client will establish and maintain such procedures as it deems necessary and appropriate to protect the confidentiality of all passwords, identification numbers and security codes against unauthorised use. The Client shall strictly limit access to the Portal to Portal Users. The Client hereby acknowledges and consents to Northern's reliance on the fact that any person using the foregoing access procedure is authorised by the Client to do so, and such person may access the Portal through the Web Sites on behalf of the Client. If either you or the Client install any software or enables any service that stores information from the Web Sites on any mobile device or computer, it is yours and the Client's responsibility, prior to disposal or transfer of such device, to remove that information and otherwise disable access to such software or service, in order to prevent unauthorised access to the Client's information or account. If the Client becomes aware of any suspicious or unauthorised conduct concerning its accounts, identification numbers, logins, passwords, or security challenge questions and answers, the Client agrees to contact Northern immediately. Northern will not be liable for any loss or damage arising from the Client's or your failure to comply with this paragraph.

Northern has established security procedures for the protection of Client information and transactions available through the Web Sites. However, the security of this information depends in part on the security of the computer that the Client uses to communicate with Northern, the security that the Client uses to protect identification numbers and passwords, and the security provided by the Client's Internet service provider. You acknowledge on your own behalf and on behalf of the Client that you have reviewed the Northern Trust Online Services - Security Overview and agree that the security procedures described therein are acceptable and reasonable to yourself and the Client.

Northern may temporarily suspend a Portal User's access to the Web Sites if a) the Portal User does not comply with applicable security procedures or b) Northern believes that Portal User's access to the Web Sites may be compromised such that continued access may result in a security breach or fraudulent Transaction. The Portal User may contact Northern for information regarding his or her suspension of access. Northern will provide information to the Portal User to assist in eliminating the possible compromise. Northern may permanently suspend a Portal User's access to the Web Sites if the Portal User is unable or unwilling to comply with the security procedures. Northern will notify the Client of any Portal Users whose access have been permanently compromised.

To provide better services to our clients and more effective web sites, Northern gathers and analyses online data, including number of hits, pages visited, length of user session, etc., and uses "cookies". A cookie is a small piece of information stored by a web site on the user's computer hard drive so that the web site can remember who the user is as well as help the user navigate the site. These cookies do not collect personally identifiable information, and Northern does not combine data collected through cookies with other Client information. For more information about cookies, their uses and instructions on modifying related browser settings, you may visit public sites and other public resources on the subject. For further information about Northern's policy regarding the use of personally identifiable information, see Northern's Privacy Policy.

Except only for copies of the Client's account balance and transaction information obtained from the Web Sites in conjunction with the use of file sharing tools in a manner consistent with the purpose for which they were intended, or otherwise as expressly set out in these Liquidity Solutions Portal Terms and Conditions or permitted by applicable law, you may not copy the material on the Web Sites, or upload, post, publish, transmit or distribute in any way (whether electronically or otherwise) or create other works based on such material, without the prior written consent of Northern. Copies of the material on the Web Sites made incidentally in the ordinary course of your use of the Web Sites (such as in cache memory) and a reasonable number of printed copies made by you for the Client's own internal use are permitted, provided you do not delete or change any copyright, trade mark or other proprietary notice, or any disclaimer, which forms part of such material. Except for the limited permissions expressly set out above, nothing on the Web Sites should be construed as granting any other right or licence under any copyright or trade mark of Northern or any third party.

As between the Client and Northern, all intellectual property rights in the material on the Web Sites, other than any material or information uploaded by the Client using Northern's file sharing tools, remain in Northern or its affiliates or licensors. With respect to any material or information that is provided or uploaded by or on behalf of the Client using Northern's file sharing tools, Client hereby grants to Northern a non-exclusive, worldwide, perpetual, irrevocable, sub-licensable, assignable and royalty-free licence to use and copy such material or information for the purpose of, and to the extent necessary for, Northern's operation of the Portal and provision of the Portal Services to the Client.

The Client agrees that misappropriation or misuse of the material on the Web Sites will cause serious damage to Northern or its affiliates or licensors and that money damages may not constitute sufficient compensation. You agree on behalf of the Client that in the event of any misappropriation or misuse by the Client of the material on the Web Sites, Northern, or its affiliates or licensors, has the right to obtain injunctive relief in addition to any other remedies available to it.

The Client acknowledges that the Web Sites display trade marks of Northern Trust Corporation and its affiliates, including "Northern Trust Liquidity Solutions Portal".

Confidential Information

The Web Sites described herein and the databases, computer programs, screen formats, report formats, processes, systems, software, formulae, programs, records, files, documentation and other information made available to the Client by Northern through the use of the Web Sites, excluding the Client's account and transaction information are the exclusive, valuable and confidential information and trade secrets of Northern and its relevant licensors ("Confidential Information"). The Client agrees to maintain the confidentiality of Northern's Confidential Information with at least as great a degree of care as it uses for its own Confidential Information, and at a minimum, the Client shall take necessary and reasonable precautions to prevent such information from being disclosed to any person, firm, or company not specifically permitted by these Liquidity Solutions Portal Terms and Conditions or specifically authorised in writing by Northern. The Client agrees not to sell, transfer, publish, disclose, display or otherwise make available to others, nor to use any Confidential Information except to carry out the purposes for which Northern disclosed the Confidential Information to the Client. The foregoing shall not apply to Confidential Information that is in the public domain or any disclosure of Confidential Information which is required by law.

Corporate Authority and Compliance

Disclaimers

Although Northern attempts to keep the information on the Web Sites and Portal accurate, complete, and current, Northern does not warrant that such information is accurate, complete, or current. It is the Client's and your responsibility to verify any information accessed or viewed through the Web Sites and Portal before relying on it.

NORTHERN AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY REPRESENTATION THAT ANY AUTOMATED SYSTEM (AS DEFINED BELOW) WILL OPERATE UNINTERRUPTED OR BE ERROR FREE.

Northern is acting on an execution-only basis and is providing the information on the Web Sites and Portal on the understanding that it is not rendering investment, accounting, legal or tax advice. Please have the Client consult its own legal or tax advisor concerning such matters.

Limitation of Liability; Indemnity

You and the Client understand that the use of the Internet and other automated systems that provide the Client with Internet access to the services available through the Web Sites (collectively, the "Automated Systems") entails risks, including, but not limited to, interruptions of service, system or communications failures, delays in service, errors or omissions in information provided, errors in the design or functioning of such Automated Systems and corruption of the Client's data or systems (collectively, a "System Failure"), that could cause substantial damage, expense or liability to you or the Client. The Internet is an open system, and there is no absolute guarantee that the information being retrieved will not be intercepted by others and decrypted. Any reports, data, information, software, products, services or other materials downloaded from the Web Sites are done at the Client's and your own risk.

NORTHERN AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURY ARISING OUT OF OR RELATING TO THE CUSTOMER'S OR YOUR USE OF THE PORTAL SERVICES OR THE USE OF THE WEB SITES, INCLUDING BUT NOT LIMITED TO THOSE CAUSED BY ANY ACTS, OMISSIONS OR FAILURES OF ANY THIRD PARTY, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR SYSTEM FAILURE, EXCEPT FOR DIRECT DAMAGES DIRECTLY CAUSED BY NORTHERN'S OR ITS AFFILIATES GROSS NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT. IN NO EVENT WILL NORTHERN OR ANY OF ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES THROUGH THE WEB SITES OR THE USE, COPYING, OR DISPLAY OF INFORMATION ACCESSED THROUGH THE WEB SITES OR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO THOSE ARISING FROM THE ABOVE, WHETHER OR NOT NORTHERN OR ANY AFFILIATE OR LICENSOR WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER OF LIABILITY IS EFFECTIVE WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY.

Nothing in these Liquidity Solutions Portal Terms and Conditions seeks to exclude or restrict Northern's duties or liabilities to its clients under applicable law.

On behalf of the Client, you agree that the foregoing disclaimers, limitations of liability and indemnity are part of the bargain between the parties, and acknowledge that without such protections Northern and its affiliates would not have made the Portal available through the Web Sites, or would have done so only on significantly different terms.

Accuracy of Information

Neither you nor the Client should consider any of the information or content on this Web Site as investment advice.

Data and information herein has been obtained from sources believed to be reliable, but Northern does not warrant its accuracy. Such information may be incomplete or condensed. The value of units or shares in Funds made available on the Portal (including the income derived therefrom) may be adversely affected by changes in market prices, the imposition of taxes and other factors. Prices, opinions and estimates reflect our judgment on the date of original publication and are subject to change at any time without notice. Information concerning past performance is not necessarily a guide to future performance.

Links to Third Party Sites

Some of the sites listed as links in the Web Sites will let you leave Northern's servers, and those sites are not under Northern's control. Access to any other Internet site linked to the Web Sites is at the user's own risk. You acknowledge on your own behalf and on behalf of the Client that Northern is not responsible for your or the Client's compliance or otherwise with any terms and conditions of usage applicable to such third party sites. Any and all content to which you link, either directly or indirectly, from this site will not have been developed, renewed or monitored by Northern and Northern cannot and does not guarantee or make any representation or warranty, either express or implied, as to the accuracy, validity, sequence, timeliness, reliability, completeness or continued availability of any information, data, opinions, advice, statements made on, or other content of those linked sites. The fact that Northern has provided a link to a site is NOT an endorsement, authorisation, sponsorship, affiliation or claim of trade association by Northern with respect to such site, its proprietor or its providers; Northern is providing these links only as a convenience to you. Northern has not tested any information, software, products or services found on those sites and therefore cannot make any representations whatsoever with respect thereto. Northern will not accept any responsibility for the content of such third party sites or any loss or damage in whatever manner, howsoever caused, resulting from the Client's disclosure to third parties of its own information.

Neither you nor the Client may create a link to any page of the Web Sites without the express written consent of Northern.

Data Uploads

With respect to any use of the Web Sites to upload data or information, you agree on behalf of the Client not to upload any data or information that (i) may infringe the intellectual property rights or privacy rights of any person, (ii) is false, misleading or inaccurate, or (iii) is defamatory, libelous, harassing, obscene or pornographic. You agree, on behalf of the Client, not to use the Web Sites to commit fraud, violate applicable law, create liability for Northern or interfere with or disrupt the operation of the Web Sites.

Money Market Funds Risk Disclosure

A general description of the nature and risks of a particular Fund can be found in that Fund's Fund Documentation.

In respect of money market funds generally; you could lose money by investing in a Fund. Although certain money market funds seek to preserve the value of your investment at 1.00 per share, they cannot guarantee it will do so. Certain money market funds maintain a market value NAV so the share price of the fund will fluctuate, and when you sell your units or shares they may be worth more or less than their original cost. Certain money market funds may impose a fee upon the sale of your shares or may temporarily suspend your ability to sell shares if the fund's liquidity falls below required minimums because of market conditions or other factors (e.g. redemption activity). An investment in a money market fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Financial Services Compensation Scheme, any other government agency, any other guarantee scheme, or The Northern Trust Company, its affiliates, subsidiaries or any other bank. There are Deposit and Investment Protection Schemes in the UK and EEA which act as compensation schemes of last resort for clients of authorised financial services firms where a firm is in default. Eligible claimants may have the right to claim compensation from these schemes up to set limits. For additional information on whether there is a scheme applicable to a particular fund, please refer to the fund's prospectus. A money market fund's sponsor has no legal obligation to, and it may be prohibited from, providing financial support to the Fund, and you should not expect that the sponsor will provide financial support to the fund at any time. Always read the Fund Documentation and consider the Fund's specific investment objectives and risks before investing.

Service Fees and Revenue Sharing Disclosure

Northern may receive a fee or commission from the Funds made available on the Portal in connection with the Portal Services. Northern shall only accept such fee or commission to the extent permissible by applicable law and in particular MiFID II. Northern does not receive such a fee or commission in respect of proprietary Northern Trust funds made available on the Portal for whom Northern Trust Global Investments Limited acts as investment manager.

Revenue sharing payments received by Northern in respect of a Fund (such revenue sharing payment with a Fund or Fund Sponsor, a "Service Fee") are paid at an annualized rate and are calculated and paid monthly based on the average daily net asset value of the shares or units of that Fund held by all Clients during the period. Service Fees range from one to ten basis points, where a single basis point means 0.01%. The precise amount of a Service Fee will be determined at the discretion of the Fund Sponsors from time to time, may be substantial, and may be different for different Funds based on, for example, the nature of the services provided by Northern.

Service Fees may present a conflict between the interests of Northern and your interests because the prospect of receiving, or the receipt of additional compensation described above by Northern may provide Northern with an incentive to favor Transactions in a particular Fund over Transactions in Funds with respect to which Northern receives lower levels of additional compensation. Although money market funds from different fund families are available through Northern, this is only part of the universe of money market funds that are available to you in the marketplace. You may wish to take such payment arrangements into account when considering and evaluating any recommendations relating to fund shares and you should discuss this matter with your financial advisor and review each Fund's prospectus, other Fund Documentation and any other disclosures prior to investing in any Fund.

Anti-Money Laundering Obligations; Sanctions; Anti-Terrorism Obligations

Location of Products and Services

The Portal is only made available by Northern in jurisdictions where it is able to do so in compliance with applicable law.

Funds on the Portal will only be made available to Clients in those jurisdictions in which Northern can offer those Funds.

You agree that you will not access this Web Site from any territory where it would be illegal to do so and that you are responsible for compliance with applicable laws and regulations.

Information about Northern

The Northern Trust Company

ATTN: Liquidity Servicing

50 S LaSalle Street

MB-16

Chicago, IL 60603

Email: NT_Liquidity_Portal@ntrs.com

Please click here for other important information ("Regulatory Disclosures") about Northern which we are required by applicable laws to provide to our clients. By clicking on the "I accept the above agreement" button to these Liquidity Solutions Portal Terms and Conditions, you, on behalf of the Client, confirm that you have read, understood and given your explicit consent (where required) to these Regulatory Disclosures.

Reliance on affiliates and delegates

Jurisdiction

Where Northern UK is concerned, these Liquidity Solutions Portal Terms and Conditions and any non-contractual obligations arising out of or in connection with it shall be governed by and be interpreted pursuant to the laws of England and shall be subject to the exclusive jurisdiction of the English courts.

Where Northern Lux is concerned, these Liquidity Solutions Portal Terms and Conditions and any non-contractual obligations arising out of or in connection with it shall be governed by and be interpreted pursuant to the laws of England and shall be subject to the exclusive jurisdiction of the courts of Luxembourg City.

You agree on your own behalf and on behalf of the Client to be bound by all applicable laws and regulations that may pertain to the Web Sites.

Force Majeure

Invalidity of provisions

Waiver

Rights of Third Parties

Other than an affiliate of Northern, a person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Assignment

International Use

Because of the global nature of the Internet, you agree on your own behalf and on behalf of the Client to comply with all local rules with respect to Client's and your use of the Web Sites. In addition, you agree on your own behalf and on behalf of the Client to comply with all material laws, rules, codes, and regulations regarding the transmission of technical data exported from the United States. You and Client further agree to comply with all material laws, rules, codes and regulations regarding the transmission of personally identifiable information in, to or from the United States. The Web Sites may be stored on servers in the United States or other jurisdictions. You hereby acknowledge on your own behalf and on behalf of the Client that you and the Client have appropriate consent from any and all data subjects whose personally identifiable information may be contained in any data uploaded by you and the Client to the Web Sites to make such information available for use, review and disclosure.

Entire Agreement

Agreement to Liquidity Solutions Portal Terms and Conditions

You acknowledge that you have read and understand these Liquidity Solutions Portal Terms and Conditions. If you, on behalf of the Client, wish to accept and agree to these Liquidity Solutions Portal Terms and Conditions, please indicate your acceptance by clicking the button labeled "I accept the above agreement." If you, on behalf of the Client, do not wish to accept and agree to these Liquidity Solutions Portal Terms and Conditions, please DO NOT click on the button labeled "I accept the above agreement." Instead, click on the button labeled "I do not accept the above agreement" and exit this site.