Common use of Bank’s Right Over Securities; Set-off Clause in Contracts

Bank’s Right Over Securities; Set-off. (a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent ("Indebtedness"). Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In this regard, Bank shall be entitled to (i) without notice to Customer, withhold delivery of such Financial Assets, and (ii) with two business days' prior notice to the Customer and an opportunity for the Customer to satisfy such Indebtedness to Bank, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Indebtedness solely to the extent of such Indebtedness, provided, however, that Bank shall only be obligated to provide the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice period, Bank will, at Customer's request, consult with Customer regarding the selection of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are "Indebtedness" subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are "Indebtedness" subject to this Section 4.3. (b) Bank shall be further entitled to set any such Indebtedness off against any cash or deposit account of the Fund that incurred the Indebtedness with Bank or any of its Affiliates of which the Fund is the beneficial owner, regardless of the currency involved; Bank shall provide prior notice to Customer of its intent to exercise its set off rights against any cash or deposit account of the Fund, which notice shall be provided at least on the same day as the set off is effected, provided however that no prior notice is required in cases where Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtedness.

Bank’s Right Over Securities; Set-off. (a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent ("“Indebtedness"”). Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In this regard, Bank shall be entitled to (i) without notice to Customer, withhold delivery of such Financial Assets, and (ii) with two business days' ’ prior notice to the Customer and an opportunity for the Customer to satisfy such Indebtedness to Bank, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Indebtedness solely to the extent of such Indebtedness, provided, however, that Bank shall only be obligated to provide the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice period, Bank will, at Customer's ’s request, consult with Customer regarding the selection of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are "“Indebtedness" ” subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are "“Indebtedness" ” subject to this Section 4.3. (b) Bank shall be further entitled to set any such Indebtedness off against any cash or deposit account of the Fund that incurred the Indebtedness with Bank or any of its Affiliates of which the Fund is the beneficial owner, regardless of the currency involved; Bank shall provide prior notice to Customer of its intent to exercise its set off rights against any cash or deposit account of the Fund, which notice shall be provided at least on the same day as the set off is effected, provided however that no prior notice is required in cases where Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtedness.

Bank’s Right Over Securities; Set-off. (a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent ("“Indebtedness"”). (b) Without prejudice to Bank’s rights under Applicable Law, Bank may set off against any Indebtedness any amount in any currency standing to the credit of any of Customer’s accounts (whether deposit or otherwise) with any Bank branch or office or with any Affiliate of Bank. Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In For this regardpurpose, Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies. (c) With respect to any obligation of a Customer arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Customer to which such obligation relates as though the Bank had separately contracted by separate written instrument with respect to each Customer. (d) (i) Customer grants to Bank a security interest in and a lien on the Financial Assets held in a Customer’s Securities Account and the cash held in that Customer’s Cash Account to secure that portion of any Overdraft, obligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities, and Bank shall be entitled (A) without notice notice, to Customersegregate, place a hold on and/or withhold delivery of such Financial Assets, Assets and cash to satisfy such Customer’s Transfer Account Liabilities and (iiB) with two business days' prior upon notice to the Customer and an opportunity for the Customer to satisfy Board of such Indebtedness to BankCustomer, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the that Customer’s Cash Account in satisfaction of such Indebtedness solely its Transfer Account Liabilities. Without prejudice to Bank’s rights under Applicable Laws, Bank may, upon notice to the extent Board of such IndebtednessCustomer, providedset off any Overdraft, howeverobligation, that Bank shall only be obligated to provide the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, Liability owing with respect to a delay would be likely Transfer Account that constitute that Customer’s Transfer Account Liabilities against any amount in any currency standing to materially prejudice its ability to recover the Indebtedness. During credit of any such notice period, of that Customer’s accounts (whether deposit or otherwise) with any Bank will, at Customer's request, consult with Customer regarding the selection of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are "Indebtedness" subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are "Indebtedness" subject to this Section 4.3branch or office. (bii) Bank The Customer and each Fund hereby acknowledge and assume all risks associated with aggregating transactions in Transfer Accounts with those of other Funds, including, but not limited to, Bank’s inability or refusal to process a transaction in a Transfer Account due to any participating Fund having insufficient cash at the time such transaction is scheduled to occur and the Customer and the Funds shall be further entitled to set liable for any such Indebtedness off against any cash associated costs or deposit account of the Fund that incurred the Indebtedness with Bank or any of its Affiliates of which the Fund is the beneficial owner, regardless of the currency involved; Bank shall provide prior notice to Customer of its intent to exercise its set off rights against any cash or deposit account of the Fund, which notice shall be provided at least on the same day as the set off is effected, provided however that no prior notice is required in cases where Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtednesspenalties.

Bank’s Right Over Securities; Set-off. (a) Without prejudice to Bank’s rights under Applicable Law, Bank shall have, and Customer grants to Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now Liabilities outstanding from time to time (whether actual or become owing contingent) of Customer to Bank under or in connection with respect to that Fund under any provision this Agreement until satisfaction of this Agreementall Liabilities, whether or not matured or contingent ("Indebtedness"). Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In this regard, Bank shall be entitled to (i) without notice to Customer, to withhold delivery of such Financial Assets, and (ii) with two business days' prior notice to the Customer and an opportunity for the Customer to satisfy such Indebtedness to Bank, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Indebtedness Liabilities solely to the extent of such Indebtedness, provided, however, that Bank shall only be obligated to provide the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice periodLiabilities For this purpose, Bank will, may make such currency conversions as may be necessary at Customer's request, consult with Customer regarding its then current rates for the selection sale and purchase of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are "Indebtedness" subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are "Indebtedness" subject to this Section 4.3relevant currencies. (b) Without prejudice to Bank’s rights under Applicable Law, Bank may set off against any Liabilities of Customer to Bank under this Agreement any amount in any currency standing to the credit of any of Customer’s Accounts. For this purpose, Bank shall be further entitled to set accelerate the maturity of any fixed term deposits and to effect such Indebtedness off against any cash or deposit account currency conversions as may be necessary at its current rates for the sale and purchase of the Fund relevant currencies. (c) Customer grants to the Bank a security interest in and a lien on the Financial Assets held in any given Customer’s Securities Account and the cash held in that incurred Customer’s Cash Account to secure Customer’s portion of any Transfer Account Liabilities, and the Indebtedness with Bank shall be entitled without notice to the Customer, to withhold delivery of such Financial Assets, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Transfer Account Liabilities, provided that Bank hereby agrees, that when commercially reasonable, it shall apply monies credited to the Cash Account in satisfaction of such Transfer Account Liabilities before selling or otherwise realizing any of such Financial Assets in the Securities Account. For the purpose of effecting the foregoing rights, the Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its Affiliates of which current rates for the Fund is the beneficial owner, regardless sale and purchase of the currency involved; Bank shall provide prior notice relevant currencies. (d) The Customer will be solely responsible for ensuring that the Transfer Agent maintains sufficient records and internal controls to monitor and reconcile daily activity with respect to amounts and transactions in the Transfer Accounts that are attributable to each Customer. In particular, the Customer will ensure that the Transfer Agent provides to the Bank, on a daily basis (no later than 12:00 p.m. each business day): (1) information as to the amount of its intent cash attributable to exercise its set off rights against each Customer in the Transfer Accounts, (2) information regarding the transactions of each Customer that are processed through the Transfer Accounts, and (3) records to identify and support any cash Transfer Account Liabilities incurred or deposit account created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer. The Customer will be responsible for any Liabilities resulting from a failure of the Fund, which notice shall be provided at least on the same day as the set off is effected, provided however that no prior notice is required in cases where Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, the delay required in order Transfer Agent to provide prior notice would be likely accurate and timely information to materially prejudice its ability to recover the IndebtednessBank regarding the Transfer Accounts.

Bank’s Right Over Securities; Set-off. (a) Without prejudice to Bank’s rights under Applicable Law, Bank shall have, and Customer grants to Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now Liabilities outstanding from time to time (whether actual or become owing contingent) of Customer to Bank under or in connection with respect to that Fund under any provision this Agreement until satisfaction of this Agreementall Liabilities, whether or not matured or contingent ("Indebtedness"). Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In this regard, Bank shall be entitled to (i) without notice to Customer, to withhold delivery of such Financial Assets, and (ii) with two business days' prior notice to the Customer and an opportunity for the Customer to satisfy such Indebtedness to Bank, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Indebtedness Liabilities solely to the extent of such Indebtedness, provided, however, that Bank shall only be obligated to provide the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice periodLiabilities For this purpose, Bank will, may make such currency conversions as may be necessary at Customer's request, consult with Customer regarding its then current rates for the selection sale and purchase of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are "Indebtedness" subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are "Indebtedness" subject to this Section 4.3relevant currencies. (b) Without prejudice to Bank’s rights under Applicable Law, Bank may set off against any Liabilities of Customer to Bank under this Agreement any amount in any currency standing to the credit of any of Customer’s Accounts. For this purpose, Bank shall be further entitled to set accelerate the maturity of any fixed term deposits and to effect such Indebtedness off against any cash or deposit account currency conversions as may be necessary at its current rates for the sale and purchase of the Fund relevant currencies. (c) Customer grants to the Bank a security interest in and a lien on the Financial Assets held in any given Customer’s Securities Account and the cash held in that incurred Customer’s Cash Account to secure Customer’s portion of any Transfer Account Liabilities, and the Indebtedness with Bank shall be entitled without notice to the Customer, to withhold delivery of such Financial Assets, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Transfer Account Liabilities, provided that Bank hereby agrees, that when commercially reasonable, it shall apply monies credited to the Cash Account in satisfaction of such Transfer Account Liabilities before selling or otherwise realizing any of such Financial Assets in the Securities Account. For the purpose of effecting the foregoing rights, the Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its Affiliates of which current rates for the Fund is the beneficial owner, regardless sale and purchase of the currency involved; Bank shall provide prior notice relevant currencies. (d) The Customer will be solely responsible for ensuring that the Transfer Agent maintains sufficient records and internal controls to monitor and reconcile daily activity with respect to amounts and transactions in the Transfer Accounts that are attributable to each Customer. In particular, the Customer will ensure that the Transfer Agent provides to the Bank, on a daily basis (no later than 12:00 p.m. each Business Day): (1) information as to the amount of its intent cash attributable to exercise its set off rights against each Customer in the Transfer Accounts, (2) information regarding the transactions of each Customer that are processed through the Transfer Accounts, and (3) records to identify and support any cash Transfer Account Liabilities incurred or deposit account created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer. The Customer will be responsible for any Liabilities resulting from a failure of the Fund, which notice shall be provided at least on the same day as the set off is effected, provided however that no prior notice is required in cases where Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, the delay required in order Transfer Agent to provide prior notice would be likely accurate and timely information to materially prejudice its ability to recover the IndebtednessBank regarding the Transfer Accounts.

Bank’s Right Over Securities; Set-off. (a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent ("“Indebtedness"”). (b) Without prejudice to Bank’s rights under Applicable Law, Bank may set off against any Indebtedness any amount in any currency standing to the credit of any of Customer’s accounts (whether deposit or otherwise) with any Bank branch or office or with any Affiliate of Bank. Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In For this regardpurpose, Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies. (c) With respect to any obligation of a Customer arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Customer to which such obligation relates as though the Bank had separately contracted by separate written instrument with respect to each Customer. (d) Customer grants to Bank a security interest in and a lien on the Financial Assets held in a Customer’s Securities Account and the cash held in that Customer’s Cash Account to secure that portion of any Overdraft, obligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities, and Bank shall be entitled (i) without notice notice, to Customersegregate, place a hold on and/or withhold delivery of such Financial Assets, Assets and cash to satisfy such Customer’s Transfer Account Liabilities and (ii) with two business days' prior upon notice to the Customer and an opportunity for the Customer to satisfy Board of such Indebtedness to BankCustomer, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the that Customer’s Cash Account in satisfaction of such Indebtedness solely its Transfer Account Liabilities. Without prejudice to Bank’s rights under Applicable Laws, Bank may, upon notice to the extent Board of such IndebtednessCustomer, providedset off any Overdraft, howeverobligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities against any amount in any currency standing to the credit of any of that Customer’s accounts (whether deposit or otherwise) with any Bank shall only branch or office. (e) Customer will be obligated solely responsible for ensuring that the Transfer Agent maintains sufficient records and internal controls to monitor and reconcile daily activity with respect to amounts and transactions in the Transfer Accounts that are attributable to each Customer. In particular, Customer will ensure that the Transfer Agent provides to the Bank, promptly upon request: (1) information as to the amount of cash attributable to each Customer in the Transfer Accounts, (2) information regarding the transactions of each Customer that are processed through the Transfer Accounts, and (3) records to identify and support any obligations, Liabilities, and/or Overdrafts incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer. Customer will be responsible for any Liabilities resulting from a failure or delay of the Transfer Agent to provide accurate and timely information to the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice period, Bank will, at Customer's request, consult with Customer regarding the selection Transfer Accounts. (f) The Bank hereby agrees that it will follow the following procedures in connection with enforcing a lien or right of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are "Indebtedness" subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are "Indebtedness" subject set-off against a Customer’s assets pursuant to this Section 4.3. (i) The Bank will comply with all applicable laws, rules and regulations in connection with enforcing a lien or right of set-off against a Customer’s assets, including all applicable provisions of state law relating to enforcement of rights of set off or liens against securities and other property held in bailment. (ii) To enforce a right of set-off or a lien pursuant to Sub-section 4.3 (a) or (b) Bank shall be further entitled to set any such Indebtedness off against any cash or deposit account of the Fund that incurred the Indebtedness with Bank or any of its Affiliates of which the Fund is the beneficial ownerAgreement, regardless of any other notice requirements under Applicable Laws, rules or regulations or any applicable terms of the currency involvedAgreement, the Bank will (x) without notice, segregate, place a hold on and/or withhold delivery of Financial Assets in such Customer’s Securities Account and cash in its Cash Account with a market value equal to the amount the Bank has determined in good faith is due and payable; Bank shall provide prior and (y) give written notice (‘“Notice”) to the Board of the applicable Customer of its intent intention to exercise sell or otherwise realize such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its set Indebtedness if the amount the Bank has determined in good faith is due and payable are not repaid within two business days allowing the notice. The Customer may request the Bank to substitute different Financial Assets for the Financial Assets segregated by the Bank and the Bank will not unreasonably deny such request. (iii) Prior to enforcing a right of set-off rights or a lien against a Customer’s assets pursuant to Sub-section 4.3(d), regardless of any cash other notice requirements under Applicable Laws, rules or deposit account regulations or any applicable terms of the FundAgreement, which notice shall be provided at least the Bank will (w) send a written request to the Transfer Agent, with a copy to the Board of the Customers, for information sufficient to identify and support any obligations, Liabilities, and/or Overdrafts incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer; (x) upon receipt of such information, the Bank will, segregate, place a hold on the same day as the set off is effected, provided however that no prior notice is required and/or withhold delivery of Financial Assets in cases where Bank, each such Customer’s Securities Account and cash in its reasonable Cash Account with a market value equal to the amount the Bank has determined in good faith is due and payable; and (z) give Notice to the Board of the applicable Customers of its intention to sell or otherwise realize such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its Transfer Account Liabilities, if the amount the Bank has determined in good faith is due and payable are not repaid within two business judgmentdays following the Notice. The Customer may request the Bank to substitute different Financial Assets for the Financial Assets segregated by the Bank and the Bank will not unreasonably deny such request. (iv) The Bank will not obtain through enforcement of the right of set-off or the lien more than the amount it has determined in good faith to be owed. (v) The Bank will seek to enforce the right of set-off or the lien first against a Customer’s cash assets, determines and then only against portfolio securities or other property for which a readily ascertainable market price can be obtained. (vi) The Bank will arrange for the sale of any such Financial Assets in nominal market transactions and will not arrange for the sale of such Financial Assets in circumstances that, due to market conditions or other special circumstancesthe best of its knowledge, independently would raise affiliated transaction concerns under the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtedness1940 Act.

Bank’s Right Over Securities; Set-off. (a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent ("“Indebtedness"”). (b) Without prejudice to Bank’s rights under Applicable Law, Bank may set off against any Indebtedness any amount in any currency standing to the credit of any of Customer’s accounts (whether deposit or otherwise) with any Bank branch or office or with any Affiliate of Bank. Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In For this regardpurpose, Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies. (c) With respect to any obligation of a Customer arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Customer to which such obligation relates as though the Bank had separately contracted by separate written instrument with respect to each Customer. (d) Customer grants to Bank a security interest in and a lien on the Financial Assets held in a Customer’s Securities Account and the cash held in that Customer’s Cash Account to secure that portion of any Overdraft, obligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities, and Bank shall be entitled (i) without notice notice, to Customersegregate, place a hold on and/or withhold delivery of such Financial Assets, Assets and cash to satisfy such Customer’s Transfer Account Liabilities and (ii) with two business days' prior upon notice to the Customer and an opportunity for the Customer to satisfy Board of such Indebtedness to BankCustomer, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the that Customer’s Cash Account in satisfaction of such Indebtedness solely its Transfer Account Liabilities. Without prejudice to Bank’s rights under Applicable Laws, Bank may, upon notice to the extent Board of such IndebtednessCustomer, providedset off any Overdraft, howeverobligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities against any amount in any currency standing to the credit of any of that Customer’s accounts (whether deposit or otherwise) with any Bank shall only branch or office. (e) Customer will be obligated solely responsible for ensuring that the Transfer Agent maintains sufficient records and internal controls to monitor and reconcile daily activity with respect to amounts and transactions in the Transfer Accounts that are attributable to each Customer. In particular, Customer will ensure that the Transfer Agent provides to the Bank, promptly upon request: (1) information as to the amount of cash attributable to each Customer in the Transfer Accounts, (2) information regarding the transactions of each Customer that are processed through the Transfer Accounts, and (3) records to identify and support any obligations, Liabilities, and/or Overdrafts incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer. Customer will be responsible for any Liabilities resulting from a failure or delay of the Transfer Agent to provide accurate and timely information to the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice period, Bank will, at Customer's request, consult with Customer regarding the selection Transfer Accounts. (f) The Bank hereby agrees that it will follow the following procedures in connection with enforcing a lien or right of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are "Indebtedness" subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are "Indebtedness" subject set-off against a Customer’s assets pursuant to this Section 4.3. (i) The Bank will comply with all applicable laws, rules and regulations in connection with enforcing a lien or right of set-off against a Customer’s assets, including all applicable provisions of state law relating to enforcement of rights of set off or liens against securities and other property held in bailment. (ii) To enforce a right of set-off or a lien pursuant to Sub-section 4.3 (a) or (b) Bank shall be further entitled to set any such Indebtedness off against any cash or deposit account of the Fund that incurred the Indebtedness with Bank or any of its Affiliates of which the Fund is the beneficial ownerAgreement, regardless of any other notice requirements under Applicable Laws, rules or regulations or any applicable terms of the currency involvedAgreement, the Bank will (x) without notice, segregate, place a hold on and/or withhold delivery of Financial Assets in such Customer’s Securities Account and cash in its Cash Account with a market value equal to the amount the Bank has determined in good faith is due and payable; Bank shall provide prior and (y) give written notice (“Notice”) to the Board of the applicable Customer of its intent intention to exercise sell or otherwise realize such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its set Indebtedness if the amount the Bank has determined in good faith is due and payable are not repaid within two business days allowing the notice. The Customer may request the Bank to substitute different Financial Assets for the Financial Assets segregated by the Bank and the Bank will not unreasonably deny such request. (iii) Prior to enforcing a right of set-off rights or a lien against a Customer’s assets pursuant to Sub-section 4.3(d), regardless of any cash other notice requirements under Applicable Laws, rules or deposit account regulations or any applicable terms of the FundAgreement, which notice shall be provided at least the Bank will (w) send a written request to the Transfer Agent, with a copy to the Board of the Customers, for information sufficient to identify and support any obligations, Liabilities, and/or Overdrafts incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer; (x) upon receipt of such information, the Bank will, segregate, place a hold on the same day as the set off is effected, provided however that no prior notice is required and/or withhold delivery of Financial Assets in cases where Bank, each such Customer’s Securities Account and cash in its reasonable Cash Account with a market value equal to the amount the Bank has determined in good faith is due and payable; and (z) give Notice to the Board of the applicable Customers of its intention to sell or otherwise realize such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its Transfer Account Liabilities, if the amount the Bank has determined in good faith is due and payable are not repaid within two business judgmentdays following the Notice. The Customer may request the Bank to substitute different Financial Assets for the Financial Assets segregated by the Bank and the Bank will not unreasonably deny such request. (iv) The Bank will not obtain through enforcement of the right of set-off or the lien more than the amount it has determined in good faith to be owed. (v) The Bank will seek to enforce the right of set-off or the lien first against a Customer’s cash assets, determines and then only against portfolio securities or other property for which a readily ascertainable market price can be obtained. (vi) The Bank will arrange for the sale of any such Financial Assets in nominal market transactions and will not arrange for the sale of such Financial Assets in circumstances that, due to market conditions or other special circumstancesthe best of its knowledge, independently would raise affiliated transaction concerns under the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtedness1940 Act.

Bank’s Right Over Securities; Set-off. (a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund by Customer under any provision of this Agreement, whether or not matured or contingent ("“Indebtedness"”). (b) Without prejudice to Bank’s rights under Applicable Law, Bank may set off against any Indebtedness any amount in any currency standing to the credit of any of Customer’s accounts (whether deposit or otherwise) with any Bank branch or office or with any Affiliate of Bank. Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In For this regardpurpose, Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies. (c) With respect to any obligation of a Customer arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Customer to which such obligation relates as though the Bank had separately contracted by separate written instrument with respect to each Customer. (d) Customer grants to Bank a security interest in and a lien on the Financial Assets held in a Customer’s Securities Account and the cash held in that Customer’s Cash Account to secure that portion of any Overdraft, obligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities, and Bank shall be entitled (i) without notice notice, to Customersegregate, place a hold on and/or withhold delivery of such Financial Assets, Assets and cash to satisfy such Customer’s Transfer Account Liabilities and (ii) with two business days' prior upon notice to the Customer and an opportunity for the Customer to satisfy such Indebtedness to BankBoard, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the that Customer’s Cash Account in satisfaction of such Indebtedness solely its Transfer Account Liabilities. Without prejudice to Bank’s rights under Applicable Laws, Bank may, upon notice to the extent Board, set off any Overdraft, obligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities against any amount in any currency standing to the credit of such Indebtednessany of that Customer’s Accounts (whether deposit or otherwise) with any Bank branch or office. (e) Customer will be solely responsible for ensuring that the Transfer Agent maintains sufficient records and internal controls to monitor and reconcile daily activity with respect to amounts and transactions in the Transfer Accounts that are attributable to each Customer. In particular, providedCustomer will ensure that the Transfer Agent provides to the Bank, howeverpromptly upon request: (1) information as to the amount of cash attributable to each Customer in the Transfer Accounts, (2) information regarding the transactions of each Customer that Bank shall only are processed through the Transfer Accounts, and (3) records to identify and support any obligations, Liabilities, and/or Overdrafts incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer. Customer will be obligated responsible for any Liabilites resulting from a failure or delay of the Transfer Agent to provide accurate and timely information to the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice period, Bank will, at Customer's request, consult with Customer regarding the selection Transfer Accounts. (f) The Bank hereby agrees that it will follow the following procedures in connection with enforcing a lien or right of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are "Indebtedness" subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are "Indebtedness" subject set-off against a Customer’s assets pursuant to this Section 4.3. (i) The Bank will comply with all applicable laws, rules and regulations in connection with enforcing a lien or right of set-off against a Customer’s assets, including all applicable provisions of state law relating to enforcement of rights of set off or liens against securities and other property held in bailment. (ii) To enforce a right of set-off or a lien pursuant to Sub-section 4.3 (a) or (b) Bank shall be further entitled to set any such Indebtedness off against any cash or deposit account of the Fund that incurred the Indebtedness with Bank or any of its Affiliates of which the Fund is the beneficial ownerAgreement, regardless of any other notice requirements under Applicable Laws, rules or regulations or any applicable terms of the currency involvedAgreement, the Bank will (x) without notice, segregate, place a hold on and/or withhold delivery of Financial Assets in such Customer’s Securities Account and cash in its Cash Account with a market value equal to the amount the Bank has determined in good faith is due and payable; Bank shall provide prior and (y) give written notice (‘“Notice”) to the Board of Trustees of the applicable Customer of its intent intention to exercise sell or otherwise realize such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its set Indebtedness if the amount the Bank has determined in good faith is due and payable are not repaid within two business days allowing the notice. The Customer may request the Bank to substitute different Financial Assets for the Financial Assets segregated by the Bank and the Bank will not unreasonably deny such request. (iii) Prior to enforcing a right of set-off rights or a lien against a Customer’s assets pursuant to Sub-section 4.3(d), regardless of any cash other notice requirements under Applicable Laws, rules or deposit account regulations or any applicable terms of the FundAgreement, which notice shall be provided at least the Bank will (w) send a written request to the Transfer Agent, with a copy to the Board, for information sufficient to identify and support any obligations, Liabilities, and/or Overdrafts incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer; (x) upon receipt of such information, the Bank will, segregate, place a hold on the same day as the set off is effected, provided however that no prior notice is required and/or withhold delivery of Financial Assets in cases where Bank, each such Customer ’s Securities Account and cash in its reasonable Cash Account with a market value equal the amount the Bank has determined in good faith is due and payable; and (z) give Notice to the Board of its intention to sell or otherwise realize such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its Transfer Account Liabilities, if the amount the Bank has determined in good faith is due and payable are not repaid within two business judgmentdays following the Notice. The Customer may request the Bank to substitute different Financial Assets for the Financial Assets segregated by the Bank and the Bank will not unreasonably deny such request. (iv) The Bank will not obtain through enforcement of the right of set-off or the lien more than the amount it has determined in good faith to be owed. (v) The Bank will seek to enforce the right of set-off or the lien first against a Customer’s cash assets, determines and then only against portfolio securities or other property for which a readily ascertainable market price can be obtained. (vi) The Bank will arrange for the sale of any such Financial Assets in nominal market transactions and will not arrange for the sale of such Financial Assets in circumstances that, due to market conditions or other special circumstancesthe best of its knowledge, independently would raise affiliated transaction concerns under the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtedness1940 Act.

Bank’s Right Over Securities; Set-off. (a) Without prejudice to Bank’s rights under Applicable Law, until satisfaction of all undisputed Liabilities (other than unpaid fees to Bank for its services under this Agreement) outstanding from time to time (whether actual or contingent) of Customer grants under or in connection with this Agreement, Bank shall have, and Customer shall grant to Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent ("Indebtedness"). Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In this regard, Bank shall be entitled to (i) without notice to Customer, to withhold delivery of such Financial Assets, and (ii) with two business days' prior notice to the Customer and an opportunity for the Customer to satisfy such Indebtedness to Bank, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Indebtedness solely to the extent of such Indebtedness, provided, however, that Bank shall only be obligated to provide the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtednessundisputed Liabilities. During any such notice periodFor this purpose, Bank will, may make such currency conversions as may be necessary at Customer's request, consult with Customer regarding its then current rates for the selection sale and purchase of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are "Indebtedness" subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are "Indebtedness" subject to this Section 4.3relevant currencies. (b) Without prejudice to Bank’s rights under Applicable Law, Bank may set off against any amount owing by Customer under this Agreement any amount in any currency standing to the credit of any of Customer’s accounts (whether deposit or otherwise) with any Bank branch or office or with any Affiliate of Bank. For this purpose, Bank shall be further entitled to set accelerate the maturity of any fixed term deposits and to effect such Indebtedness off against any cash or deposit account currency conversions as may be necessary at its current rates for the sale and purchase of the Fund relevant currencies. (c) Customer grants to the Bank a security interest in and a lien on the Financial Assets held in any given Customer’s Securities Account and the cash held in that incurred Customer’s Cash Account to secure the Indebtedness portion of Transfer Account Liabilities with Bank or any of its Affiliates of which respect to the Fund is Customer, and the beneficial owner, regardless of the currency involved; Bank shall provide be entitled without prior notice to the Customer (provided that Bank agrees to provide notice to Customer within a commercially reasonable time after any such action is taken), to withhold delivery of such Financial Assets, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Transfer Account Liabilities, provided that Bank hereby agrees, that when commercially reasonable, it shall apply monies credited to the Cash Account in satisfaction of such Transfer Account Liabilities before selling or otherwise realizing any of such Financial Assets in the Securities Account, and provided further, that Customer agrees that Bank may so apply monies credited to the Cash Account. For the purpose of effecting the foregoing rights, the Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its intent to exercise its set off rights against any cash or deposit account current rates for the sale and purchase of the Fundrelevant currencies. (d) The Customer will be solely responsible for ensuring that the Transfer Agent maintains sufficient records and internal controls to monitor and reconcile daily activity with respect to amounts and transactions in the Transfer Accounts that are attributable to each Customer. In particular, which notice shall be provided at least on the same day as Customer will ensure that the set off is effected, provided however that no prior notice is required in cases where Transfer Agent provides to the Bank, on a daily basis: (1) information as to the amount of cash attributable to each Customer in its reasonable business judgmentthe Transfer Accounts, determines that(2) information regarding the transactions of each Customer that are processed through the Transfer Accounts, due and (3) records to market conditions identify and support any Transfer Account Liabilities incurred or other special circumstances, created in connection with the delay required in order transactions processed through the Transfer Accounts that are attributable to each Customer. The Customer will be responsible for any Transfer Account Liabilities resulting from a failure of the Transfer Agent to provide prior notice would be likely accurate and timely information to materially prejudice its ability to recover the IndebtednessBank regarding the Transfer Accounts.

Bank’s Right Over Securities; Set-off. (a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent ("“Indebtedness"”). (b) Without prejudice to Bank’s rights under Applicable Law, Bank may set off against any Indebtedness any amount in any currency standing to the credit of any of Customer’s accounts (whether deposit or otherwise) with any Bank branch or office or with any Affiliate of Bank. Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In For this regardpurpose, Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies. (c) With respect to any obligation of a Customer arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Customer to which such obligation relates as though the Bank had separately contracted by separate written instrument with respect to each Customer. (d) (i) Customer grants to Bank a security interest in and a lien on the Financial Assets held in a Customer’s Securities Account and the cash held in that Customer’s Cash Account to secure that portion of any Overdraft, obligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities, and Bank shall be entitled (A) without notice notice, to Customersegregate, place a hold on and/or withhold delivery of such Financial Assets, Assets and cash to satisfy such Customer’s Transfer Account Liabilities and (iiB) with two business days' prior upon notice to the Customer and an opportunity for the Customer to satisfy Board of such Indebtedness to BankCustomer, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the that Customer’s Cash Account in satisfaction of such Indebtedness solely its Transfer Account Liabilities. Without prejudice to Bank’s rights under Applicable Laws, Bank may, upon notice to the extent Board of such IndebtednessCustomer, providedset off any Overdraft, howeverobligation, that Bank shall only be obligated to provide the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, Liability owing with respect to a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice period, Bank will, at Transfer Account that constitute that Customer's request, consult with Customer regarding the selection of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are "Indebtedness" subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are "Indebtedness" subject to this Section 4.3. (b) Bank shall be further entitled to set any such Indebtedness off ’s Transfer Account Liabilities against any cash or deposit account amount in any currency standing to the credit of the Fund that incurred the Indebtedness with Bank or any of its Affiliates of which the Fund is the beneficial owner, regardless of the currency involved; that Customer’s accounts (whether deposit or otherwise) with any Bank shall provide prior notice to Customer of its intent to exercise its set off rights against any cash branch or deposit account of the Fund, which notice shall be provided at least on the same day as the set off is effected, provided however that no prior notice is required in cases where Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtednessoffice.

Bank’s Right Over Securities; Set-off. (a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent ("“Indebtedness"”). (b) Without prejudice to Bank’s rights under Applicable Law, Bank may set off against any Indebtedness any amount in any currency standing to the credit of any of Customer’s accounts (whether deposit or otherwise) with any Bank branch or office or with any Affiliate of Bank. Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In For this regardpurpose, Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies. (c) With respect to any obligation of a Customer arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Customer to which such obligation relates as though the Bank had separately contracted by separate written instrument with respect to each Customer. (d) The Bank hereby agrees that it will follow the following procedures in connection with enforcing a lien or right of set-off against a Customer’s assets pursuant to this Section 4.3. (i) The Bank will comply with all Applicable Laws in connection with enforcing a lien or right of set-off against a Customer’s assets, including all applicable provisions of state law relating to enforcement of rights of set off or liens against securities and other property held in bailment. (ii) To enforce a right of set-off or a lien pursuant to subsection 4.3(a) or (b) of the Agreement, regardless of any other notice requirements under Applicable Laws or any applicable terms of the Agreement, the Bank will (x) without notice to Customernotice, segregate, place a hold on and/or withhold delivery of such amount of Financial AssetsAssets in such Customer’s Securities Account and cash in its Cash Account that would at least equal the statutorily required amount of collateral imposed by section 223.14 of Regulation W (federal regulations passed pursuant to Sections 23A and 23B of the U.S. Federal Reserve Act, as amended) with respect to the relevant amount of Liabilities the Bank has determined in good faith is due and payable (the “Regulation W Amount”); and (iiy) with two business days' prior give written notice (“Notice”) to the Board of the applicable Customer and an opportunity for the Customer of its intention to satisfy such Indebtedness to Bank, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the that Customer’s Cash Account in satisfaction of such its Indebtedness solely if the amount the Bank has determined in good faith is due and payable is not repaid within two business days allowing the notice. The Customer may request the Bank to the extent of such Indebtedness, provided, however, that Bank shall only be obligated to provide the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice period, Bank will, at Customer's request, consult with Customer regarding the selection of substitute different Financial Assets to be sold for the Financial Assets segregated by the Bank to satisfy and the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are "Indebtedness" subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are "Indebtedness" subject to this Section 4.3will not unreasonably deny such request. (biii) The Bank shall will not obtain through enforcement of the right of set-off or the lien more than the amount it has determined in good faith to be further entitled owed. (iv) The Bank will seek to set enforce the right of set-off or the lien first against a Customer’s cash assets, and then only against portfolio securities or other property for which a readily ascertainable market price can be obtained. (v) The Bank will arrange for the sale of any such Indebtedness off against any cash or deposit account Financial Assets in nominal market transactions and will not arrange for the sale of such Financial Assets in circumstances that, to the Fund that incurred the Indebtedness with Bank or any best of its Affiliates of which knowledge, independently would raise affiliated transaction concerns under the Fund is the beneficial owner, regardless of the currency involved; Bank shall provide prior notice to Customer of its intent to exercise its set off rights against any cash or deposit account of the Fund, which notice shall be provided at least on the same day as the set off is effected, provided however that no prior notice is required in cases where Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtedness1940 Act.

Bank’s Right Over Securities; Set-off. (a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent ("“Indebtedness"”). (b) Without prejudice to Bank’s rights under Applicable Law, Bank may set off against any Indebtedness any amount in any currency standing to the credit of any of Customer’s accounts (whether deposit or otherwise) with any Bank branch or office or with any Affiliate of Bank. Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In For this regardpurpose, Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies. (c) With respect to any obligation of a Customer arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Customer to which such obligation relates as though the Bank had separately contracted by separate written instrument with respect to each Customer. (d) Customer grants to Bank a security interest in and a lien on the Financial Assets held in a Customer’s Securities Account and the cash held in that Customer’s Cash Account to secure that portion of any Overdraft, obligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities, and Bank shall be entitled (i) without notice notice, to Customersegregate, place a hold on and/or withhold delivery of such Financial Assets, Assets and cash to satisfy such Customer’s Transfer Account Liabilities and (ii) with two business days' prior upon notice to the Customer and an opportunity for the Customer to satisfy Board of such Indebtedness to BankCustomer, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the that Customer’s Cash Account in satisfaction of such Indebtedness solely its Transfer Account Liabilities. Without prejudice to Bank’s rights under Applicable Laws, Bank may, upon notice to the extent Board of such IndebtednessCustomer, providedset off any Overdraft, howeverobligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities against any amount in any currency standing to the credit of any of that Customer’s accounts (whether deposit or otherwise) with any Bank shall only branch or office. EXECUTION (e) Customer will be obligated solely responsible for ensuring that the Transfer Agent maintains sufficient records and internal controls to monitor and reconcile daily activity with respect to amounts and transactions in the Transfer Accounts that are attributable to each Customer. In particular, Customer will ensure that the Transfer Agent provides to the Bank, promptly upon request: (1) information as to the amount of cash attributable to each Customer in the Transfer Accounts, (2) information regarding the transactions of each Customer that are processed through the Transfer Accounts, and (3) records to identify and support any obligations, Liabilities, and/or Overdrafts incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer. Customer will be responsible for any Liabilities resulting from a failure or delay of the Transfer Agent to provide accurate and timely information to the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice period, Bank will, at Customer's request, consult with Customer regarding the selection Transfer Accounts. (f) The Bank hereby agrees that it will follow the following procedures in connection with enforcing a lien or right of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are "Indebtedness" subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are "Indebtedness" subject set-off against a Customer’s assets pursuant to this Section 4.3. (i) The Bank will comply with all applicable laws, rules and regulations in connection with enforcing a lien or right of set-off against a Customer’s assets, including all applicable provisions of state law relating to enforcement of rights of set off or liens against securities and other property held in bailment. (ii) To enforce a right of set-off or a lien pursuant to Sub-section 4.3 (a) or (b) Bank shall be further entitled to set any such Indebtedness off against any cash or deposit account of the Fund that incurred the Indebtedness with Bank or any of its Affiliates of which the Fund is the beneficial ownerAgreement, regardless of any other notice requirements under Applicable Laws, rules or regulations or any applicable terms of the currency involvedAgreement, the Bank will (x) without notice, segregate, place a hold on and/or withhold delivery of Financial Assets in such Customer’s Securities Account and cash in its Cash Account with a market value equal to the amount the Bank has determined in good faith is due and payable; Bank shall provide prior and (y) give written notice (‘“Notice”) to the Board of the applicable Customer of its intent intention to exercise sell or otherwise realize such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its set Indebtedness if the amount the Bank has determined in good faith is due and payable are not repaid within two business days allowing the notice. The Customer may request the Bank to substitute different Financial Assets for the Financial Assets segregated by the Bank and the Bank will not unreasonably deny such request. (iii) Prior to enforcing a right of set-off rights or a lien against a Customer’s assets pursuant to Sub-section 4.3(d), regardless of any cash other notice requirements under Applicable Laws, rules or deposit account regulations or any applicable terms of the FundAgreement, which notice shall be provided at least the Bank will (w) send a written request to the Transfer Agent, with a copy to the Board of the Customers, for information sufficient to identify and support any obligations, Liabilities, and/or Overdrafts incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer; (x) upon receipt of such information, the Bank will, segregate, EXECUTION place a hold on the same day as the set off is effected, provided however that no prior notice is required and/or withhold delivery of Financial Assets in cases where Bank, each such Customer’s Securities Account and cash in its reasonable Cash Account with a market value equal to the amount the Bank has determined in good faith is due and payable; and (z) give Notice to the Board of the applicable Customers of its intention to sell or otherwise realize such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its Transfer Account Liabilities, if the amount the Bank has determined in good faith is due and payable are not repaid within two business judgmentdays following the Notice. The Customer may request the Bank to substitute different Financial Assets for the Financial Assets segregated by the Bank and the Bank will not unreasonably deny such request. (iv) The Bank will not obtain through enforcement of the right of set-off or the lien more than the amount it has determined in good faith to be owed. (v) The Bank will seek to enforce the right of set-off or the lien first against a Customer’s cash assets, determines and then only against portfolio securities or other property for which a readily ascertainable market price can be obtained. (vi) The Bank will arrange for the sale of any such Financial Assets in nominal market transactions and will not arrange for the sale of such Financial Assets in circumstances that, due to market conditions or other special circumstancesthe best of its knowledge, independently would raise affiliated transaction concerns under the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtedness1940 Act.