Common use of Collateral Investment Clause in Contracts

Collateral Investment. (a) The Lending Agent is hereby authorized to invest and reinvest, on behalf of each Fund, any and all cash Collateral in accordance with the provisions hereof. Cash Collateral received by the Lending Agent on behalf of a Fund shall be invested by the Lending Agent in one or more collective investment vehicles created and maintained by the Lending Agent or an affiliate (each a “Collective Investment Vehicle”). The assets of such Collective Investment Vehicle shall be invested and reinvested in accordance with the investment guidelines established for such collective investment vehicle a copy of which guidelines are attached hereto as Exhibit B (the “Investment Guidelines”) and which may be revised or substituted by the Lending Agent from time to time upon not less than thirty (30) days prior notice to the affected Client of any such revision or substitution. In the event that the amount of earnings on invested cash Collateral is insufficient to pay the entire rebate or other amount payable to a Borrower under any loan of securities and, therefore, results in negative earnings, the amount of such negative earnings shall be paid by the Fund for whose account such Collateral is held (the “Affected Fund”) and the Lending Agent, on a monthly basis, in accordance with and in the same proportion as their respective percentage entitlements to earnings as set forth in Exhibit C hereto. In addition, in the event that the amount of earnings on invested cash Collateral is insufficient to pay the entire rebate or other amount payable to a Borrower in respect of any loan of securities and, therefore, results in negative earnings, unless remedied by the Lending Agent as soon as practicable under the circumstances, the Lending Agent shall notify the affected Client of the continuance of such occurrence as soon as reasonably practicable under the prevailing circumstances. Notwithstanding any other provision hereof, each Client acknowledges and agrees that any losses of principal from investing and reinvesting cash Collateral in accordance with the provisions hereof (collectively, “Principal Losses”) shall be at the Affected Fund's risk and for the Affected Fund's account. If at any time the Collateral is insufficient to satisfy the obligation to return the full amount owed to the Borrower, the Affected Fund shall be solely responsible for such shortfall except to the extent that any such shortfall results from the negligence or bad faith of the Lending Agent. In the event the Lending Agent is unable to obtain such Affected Fund’s share of negative earnings or shortfalls from losses of principal from revenues derived from securities lending activities, each Client hereby agrees to cause such amounts to be paid immediately upon receipt of the Lending Agent’s statement; provided, however, that if such amounts are not paid by the affected Client or otherwise contested by the affected Client in good faith by written notice thereof to the Lending Agent, the Lending Agent is hereby authorized to obtain such amounts directly from the account of the Affected Fund, to the extent not otherwise prohibited by applicable law. In order to facilitate the investment of cash Collateral on behalf of its Funds, each Client shall, at the request of the Lending Agent, execute on behalf of each of its Funds and deliver to the Lending Agent, a Subscription Agreement in the form attached hereto as Exhibit D or such other form as may be prescribed by the applicable investment fund from time to time. (b) All Collateral, investments thereof, and proceeds received or held by the Lending Agent on behalf of a Fund shall be held in an account of such Fund and shall be segregated on the books and records of the Lending Agent from all similar property of the Lending Agent or held by the Lending Agent for other clients, funds or third parties. The Lending Agent shall obtain and maintain at all times a first-priority perfected security interest in and to all Collateral received and held for the account of any Fund and all such Collateral shall be held by the Lending Agent for the benefit of each Fund in the United States. The Lending Agent shall not re-lend, hypothecate, or otherwise grant to any third party a security interest in any Collateral held by the Lending Agent for the account of any Fund. (c) In the event that the expenses incurred and paid by and from a Collective Investment Vehicle shall at any time exceed an annualized amount equal to .05% of the total assets of such Collective Investment Vehicle at such time, the Lending Agent and each Client, on behalf of each of its Funds, shall adjust the allocation of Net Securities Lending Revenues to which each of its Funds is entitled pursuant to Section 12 to such extent as may be necessary to cause each of its Funds to receive such amount as it would have received had the expenses incurred and paid by and from such Collective Investment Vehicle at such time been in an annualized amount equal to .05% of the total assets of such Collective Investment Vehicle at such time.

Collateral Investment. (a) The Lending Agent is hereby authorized to invest and reinvest, on behalf of each Fund, any and all cash Collateral in accordance with the provisions hereof. Cash Collateral received by the Lending Agent on behalf of a Fund shall be invested by the Lending Agent in one or more collective investment vehicles created and maintained by the Lending Agent or an affiliate (each a “"Collective Investment Vehicle”"). The assets of such Collective Investment Vehicle shall be invested and reinvested in accordance with the investment guidelines established for such collective investment vehicle a copy of which guidelines are attached hereto as Exhibit B (the “"Investment Guidelines”") and which may be revised or substituted by the Lending Agent from time to time upon not less than thirty (30) days prior notice to the affected Client of any such revision or substitution. In the event that the amount of earnings on invested cash Collateral is insufficient to pay the entire rebate or other amount payable to a Borrower under any loan of securities and, therefore, results in negative earnings, the amount of such negative earnings shall be paid by the Fund for whose account such Collateral is held (the “"Affected Fund”") and the Lending Agent, on a monthly basis, in accordance with and in the same proportion as their respective percentage entitlements to earnings as set forth in Exhibit C hereto. In addition, in the event that the amount of earnings on invested cash Collateral is insufficient to pay the entire rebate or other amount payable to a Borrower in respect of any loan of securities and, therefore, results in negative earnings, unless remedied by the Lending Agent as soon as practicable under the circumstances, the Lending Agent shall notify the affected Client of the continuance of such occurrence as soon as reasonably practicable under the prevailing circumstances. Notwithstanding any other provision hereof, each Client acknowledges and agrees that any losses of principal from investing and reinvesting cash Collateral in accordance with the provisions hereof (collectively, “"Principal Losses”") shall be at the Affected Fund's risk and for the Affected Fund's account. If at any time the Collateral is insufficient to satisfy the obligation to return the full amount owed to the Borrower, the Affected Fund shall be solely responsible for such shortfall except to the extent that any such shortfall results from the negligence or bad faith of the Lending Agent. In the event the Lending Agent is unable to obtain such Affected Fund’s 's share of negative earnings or shortfalls from losses of principal from revenues derived from securities lending activities, each Client hereby agrees to cause such amounts to be paid immediately upon receipt of the Lending Agent’s 's statement; provided, however, that if such amounts are not paid by the affected Client or otherwise contested by the affected Client in good faith by written notice thereof to the Lending Agent, the Lending Agent is hereby authorized to obtain such amounts directly from the account of the Affected Fund, to the extent not otherwise prohibited by applicable law. In order to facilitate the investment of cash Collateral on behalf of its Funds, each Client shall, at the request of the Lending Agent, execute on behalf of each of its Funds and deliver to the Lending Agent, a Subscription Agreement in the form attached hereto as Exhibit D or such other form as may be prescribed by the applicable investment fund from time to time. (b) All Collateral, investments thereof, and proceeds received or held by the Lending Agent on behalf of a Fund shall be held in an account of such Fund and shall be segregated on the books and records of the Lending Agent from all similar property of the Lending Agent or held by the Lending Agent for other clients, funds or third parties. The Lending Agent shall obtain and maintain at all times a first-priority perfected security interest in and to all Collateral received and held for the account of any Fund and all such Collateral shall be held by the Lending Agent for the benefit of each Fund in the United States. The Lending Agent shall not re-lend, hypothecate, or otherwise grant to any third party a security interest in any Collateral held by the Lending Agent for the account of any Fund. (c) In the event that the expenses incurred and paid by and from a Collective Investment Vehicle shall at any time exceed an annualized amount equal to .05% of the total assets of such Collective Investment Vehicle at such time, the Lending Agent and each Client, on behalf of each of its Funds, shall adjust the allocation of Net Securities Lending Revenues to which each of its Funds is entitled pursuant to Section 12 to such extent as may be necessary to cause each of its Funds to receive such amount as it would have received had the expenses incurred and paid by and from such Collective Investment Vehicle at such time been in an annualized amount equal to .05% of the total assets of such Collective Investment Vehicle at such time.

Collateral Investment. (a) The Lending Agent is hereby authorized to invest and reinvest, on behalf of each Fund, any and all cash Collateral in accordance with the provisions hereof. Cash Collateral received by the Lending Agent on behalf of a Fund shall be invested by the Lending Agent in one or more collective investment vehicles created and maintained by the Lending Agent or an affiliate (each a “"Collective Investment Vehicle”"). The assets of such Collective Investment Vehicle shall be invested and reinvested in accordance with the investment guidelines established for such collective investment vehicle a copy of which guidelines are attached hereto as Exhibit B (the “Investment Guidelines”) and which may be revised or substituted by the Lending Agent from time to time upon not less than thirty (30) days prior notice to the affected Client of any such revision or substitution. In the event that the amount of earnings on invested cash Collateral is insufficient to pay the entire rebate or other amount payable to a Borrower under any loan of securities and, therefore, results in negative earnings, the amount of such negative earnings shall be paid by the Fund for whose account such Collateral is held (the “Affected Fund”) and the Lending Agent, on a monthly basis, in accordance with and in the same proportion as their respective percentage entitlements to earnings as set forth in Exhibit C hereto. In addition, in the event that the amount of earnings on invested cash Collateral is insufficient to pay the entire rebate or other amount payable to a Borrower in respect of any loan of securities and, therefore, results in negative earnings, unless remedied by the Lending Agent as soon as practicable under the circumstances, the Lending Agent shall notify the affected Client of the continuance of such occurrence as soon as reasonably practicable under the prevailing circumstances. Notwithstanding any other provision hereof, each the Client acknowledges and agrees that any losses of principal from investing and reinvesting cash Collateral in accordance with the provisions hereof (collectively, “Principal Losses”) shall be at the Affected Fund's risk and for the Affected applicable Fund's account. If at any time the Collateral is insufficient to satisfy the obligation to return the full amount owed to the Borrower, the Affected Fund for whose account such Collateral is held shall be solely responsible for such shortfall except to the extent that any such shortfall results from the negligence or bad faith of the Lending Agent. In the event the Lending Agent is unable to obtain such Affected Fund’s 's share of negative earnings or shortfalls from losses of principal from revenues derived from securities lending activities, each the Client hereby agrees to cause such amounts to be paid immediately upon receipt of the Lending Agent’s Agents statement; provided, however, that if such amounts are not paid by the affected Client or otherwise contested by the affected Client in good faith by written notice thereof to the Lending Agent, the Lending Agent is hereby authorized to obtain such amounts directly from the account of the Affected applicable Fund, to the extent not otherwise prohibited permitted by applicable law. In order to facilitate the investment of cash Collateral on behalf of its the Funds, each the Client shall, at the request of the Lending Agent, execute on behalf of each of its Funds Fund and deliver to the Lending Agent, a Subscription Agreement in the form attached hereto as Exhibit D or such other form as may be prescribed by the applicable investment fund from time to time. (b) All Collateral, investments thereof, and proceeds received or held by the Lending Agent on behalf of a Fund shall be held in an account of such Fund and shall be segregated on the books and records of the Lending Agent from all similar property of the Lending Agent or held by the Lending Agent for other clients, funds or third parties. The Lending Agent shall obtain and maintain at all times a first-priority perfected security interest in and to all Collateral received and held for the account of any Fund and all such Collateral shall be held by the Lending Agent for the benefit of each Fund in the United States. The Lending Agent shall not re-lend, hypothecate, or otherwise grant to any third party a security interest in any Collateral held by the Lending Agent for the account of any Fund. (c) In the event that the expenses incurred and paid by and from a Collective Investment Vehicle shall at any time exceed an annualized amount equal to .05% of the total assets of such Collective Investment Vehicle at such time, the Lending Agent and each the Client, (on behalf of each of its Funds, Fund) shall adjust the allocation of Net Securities Lending Revenues to which each of its Funds is entitled pursuant to Section 12 to such extent as may be necessary to cause each of its Funds Fund to receive such amount as it would have received had the expenses incurred and paid by and from such Collective Investment Vehicle at such time been in an annualized amount equal to .05% of the total assets of such Collective Investment Vehicle at such time.

Collateral Investment. (a) The Lending Agent is hereby authorized to invest and reinvest, on behalf of each Fund, any and all cash Collateral as agreed upon by the Lending Agent and the Client and as set forth in Exhibit C hereto. Cash collateral required to be held and managed in a in a segregated cash-collateral account for any Fund shall be invested and reinvested in accordance with the provisions hereof. Cash Collateral received by the Lending Agent on behalf of a Fund shall be invested by the Lending Agent investment guidelines established for such segregated cash-collateral account as specified in one or more collective investment vehicles created and maintained by the Lending Agent or an affiliate Exhibit C (each a “Collective Segregated Investment VehicleGuidelines”). The assets of such Collective Investment Vehicle any collective investment vehicle used for the investment of the Funds’ cash Collateral pursuant hereto as identified in Exhibit C shall be invested and reinvested in accordance with the investment guidelines established for such collective investment vehicle vehicle, a copy of which guidelines are attached hereto as Exhibit B have been provided to the Client (the “Collective Investment Guidelines” and together with the Segregated Investment Guidelines, hereinafter the “Investment Guidelines”) and ), which may Collective Investment Guidelines shall not be revised or substituted by the Lending Agent from time to time upon not less than thirty (30) days prior notice to the affected Client of any such revision or substitution. In the event that the amount of earnings on invested cash Collateral is insufficient to pay the entire rebate or other amount payable to a Borrower under any loan of securities and, therefore, results in negative earnings, the amount of such negative earnings shall be paid by the Fund for whose account such Collateral is held (the “Affected Fund”) and the Lending Agent, on a monthly basis, in accordance with and in the same proportion as their respective percentage entitlements to earnings as set forth in Exhibit C hereto. In addition, in the event that the amount of earnings on invested cash Collateral is insufficient to pay the entire rebate or other amount payable to a Borrower in respect of any loan of securities and, therefore, results in negative earnings, unless remedied by the Lending Agent as soon as practicable under the circumstances, the Lending Agent shall notify the affected Client of the continuance of such occurrence as soon as reasonably practicable under the prevailing circumstances. Notwithstanding any other provision hereof, each Client acknowledges and agrees that any losses of principal from investing and reinvesting cash Collateral in accordance with the provisions hereof (collectively, “Principal Losses”) shall be at the Affected Fund's risk and for the Affected Fund's account. If at any time the Collateral is insufficient to satisfy the obligation to return the full amount owed to the Borrower, the Affected Fund shall be solely responsible for such shortfall except to the extent that any such shortfall results from the negligence or bad faith of the Lending Agent. In the event the Lending Agent is unable to obtain such Affected Fund’s share of negative earnings or shortfalls from losses of principal from revenues derived from securities lending activities, each Client hereby agrees to cause such amounts to be paid immediately upon receipt of the Lending Agent’s statement; provided, however, that if such amounts are not paid by the affected Client or otherwise contested by the affected Client in good faith by written notice thereof to the Lending Agent, the Lending Agent is hereby authorized to obtain such amounts directly from the account of the Affected Fund, to the extent not otherwise prohibited by applicable lawClient. In order to facilitate the investment of cash Collateral on behalf of its Fundsthe Funds in a collective investment vehicle, each and as a condition precedent to the effectiveness of this Agreement, the Client shall, at the request of the Lending Agent, execute on behalf of each of its Funds Fund and deliver to the Lending Agent, a Subscription Agreement and/or Substitute form W-9 in the form attached hereto as Exhibit D or such other form as may be prescribed by the applicable collective investment fund vehicle from time to time. (b) All non-cash Collateral, cash Collateral (and investments thereof) to be held in a segregated investment account for any Fund pursuant hereto, and uninvestested proceeds received or held by the Lending Agent on behalf of a Fund Fund, shall be held in an account of such Fund and shall be segregated on the books and records of the Lending Agent from all similar property of the Lending Agent or held by the Lending Agent for other clients, funds or third parties. The Lending Agent shall obtain and maintain at all times a first-priority perfected security interest in and to all Collateral received and held for the account of any Fund and all such Collateral shall be held by the Lending Agent for the benefit of each Fund in the United States. The Lending Agent shall not assign, re-lend, hypothecate, pledge, dispose of or otherwise grant to any third party a security interest in any Collateral held by the Lending Agent for the account of any Fund. (c) In the event that the expenses incurred and paid by and from a Collective Investment Vehicle shall at any time exceed an annualized amount equal to .05% of the total assets of such Collective Investment Vehicle at such time, the Lending Agent and each Client, on behalf of each of its Funds, shall adjust the allocation of Net Securities Lending Revenues to which each of its Funds is entitled pursuant to Section 12 to such extent as may be necessary to cause each of its Funds to receive such amount as it would have received had the expenses incurred and paid by and from such Collective Investment Vehicle at such time been in an annualized amount equal to .05% of the total assets of such Collective Investment Vehicle at such time.

Collateral Investment. (a) The Lending Agent Firm is hereby authorized to invest and reinvest, on behalf of each the Fund, any and all cash Collateral in accordance with the provisions hereof. Cash Collateral received by the Lending Agent Firm on behalf of a the Fund shall be invested by the Lending Agent in one or more collective investment vehicles created held and maintained by Firm in a segregated cash Collateral account established for and in the Lending Agent or an affiliate (each a “Collective Investment Vehicle”)name of IPERS with the Custodian. The assets establishment of such Collective Investment Vehicle the account and all procedures relating to the account must be approved by the Treasurer and IPERS. The Firm shall be invested invest and reinvested reinvest cash Collateral in accordance with and subject to the investment guidelines established for such collective investment vehicle a copy of which guidelines are attached hereto terms, conditions, limitations and other provisions set forth in Exhibit B, as Exhibit B (the “Investment Guidelines”) and which may be revised amended or substituted modified by the Lending Agent Treasurer from time to time upon not less than thirty time. Any such amendment or modification will become effective for purposes of this Agreement within ten (3010) days prior notice to of the affected Client date the Treasurer provides Firm with a written copy of any such revision amendment or substitutionmodification. In the event that the amount of earnings on invested cash Collateral is insufficient to pay the entire rebate or other amount payable to a Borrower under any loan of securities and, therefore, results in a deficiency or negative earnings, the amount of such deficiency or negative earnings shall be paid by the Fund for whose account such Collateral is held (the “Affected Fund”) and the Lending Agent, Firm on a monthly basis, in accordance with and in the same proportion as their respective percentage entitlements to earnings as set forth in Exhibit C hereto. In addition, in the event that the amount of earnings on invested cash Collateral is insufficient to pay the entire rebate or other amount payable to a Borrower in respect of any loan of securities and, therefore, results in negative earnings, unless remedied by the Lending Agent as soon as practicable under the circumstances, the Lending Agent shall notify the affected Client of the continuance of such occurrence as soon as reasonably practicable under the prevailing circumstances. Notwithstanding any other provision hereof, each Client acknowledges the Treasurer and agrees Firm acknowledge and agree that any losses of principal from investing and reinvesting cash Collateral in accordance with the provisions hereof (collectivelyExhibit B, “Principal Losses”) shall be at shared by the Affected Fund's risk Firm and for the Affected Fund's account. Fund in accordance with and in the same proportion as their respective percentage entitlements to earnings as set forth in Exhibit C. If at any time the Collateral is insufficient to satisfy the obligation to return the full amount of Collateral owed to the Borrower, any resulting shortfall will be shared by the Affected Fund shall and the Firm in accordance with and in the same proportion as their respective percentage entitlements to earnings as set forth in Exhibit C . This provision in no way limits the liability of Firm for any failure to satisfy its fiduciary or other obligations under this Agreement or if Firm commits a negligent or wrongful act or omission in connection with this Agreement. Firm will be solely fully responsible for such shortfall except to the extent that any such shortfall results from the negligence or bad faith of the Lending Agent. In the event the Lending Agent is unable to obtain such Affected Fund’s share of negative earnings losses or shortfalls which result from losses any failure of principal from revenues derived from securities lending activitiesFirm to comply with the terms of this Agreement, each Client hereby agrees to cause such amounts to be paid immediately upon receipt of the Lending Agent’s statement; provided, however, that if such amounts are not paid by the affected Client or otherwise contested by the affected Client including those set forth in good faith by written notice thereof to the Lending Agent, the Lending Agent is hereby authorized to obtain such amounts directly from the account of the Affected Fund, to the extent not otherwise prohibited by applicable law. In order to facilitate the investment of cash Collateral on behalf of its Funds, each Client shall, at the request of the Lending Agent, execute on behalf of each of its Funds and deliver to the Lending Agent, a Subscription Agreement in the form attached hereto as Exhibit D or such other form as may be prescribed by the applicable investment fund from time to time. (b) All Collateral, investments thereofB, and proceeds received for any breach or held by the Lending Agent on behalf of a Fund shall be held in an account of such Fund and shall be segregated on the books and records of the Lending Agent from all similar property of the Lending Agent or held by the Lending Agent for other clients, funds or third parties. The Lending Agent shall obtain and maintain at all times a first-priority perfected security interest in and to all Collateral received and held for the account violation of any Fund and all such Collateral shall be held by the Lending Agent for the benefit standards of each Fund in the United States. The Lending Agent shall not re-lend, hypothecate, or otherwise grant to any third party a security interest in any Collateral held by the Lending Agent for the account of any Fundcare set forth herein. (c) In the event that the expenses incurred and paid by and from a Collective Investment Vehicle shall at any time exceed an annualized amount equal to .05% of the total assets of such Collective Investment Vehicle at such time, the Lending Agent and each Client, on behalf of each of its Funds, shall adjust the allocation of Net Securities Lending Revenues to which each of its Funds is entitled pursuant to Section 12 to such extent as may be necessary to cause each of its Funds to receive such amount as it would have received had the expenses incurred and paid by and from such Collective Investment Vehicle at such time been in an annualized amount equal to .05% of the total assets of such Collective Investment Vehicle at such time.