Common use of Investment of Cash Collateral and Compensation Clause in Contracts

Investment of Cash Collateral and Compensation. To the extent that a Loan is secured by cash Collateral, such cash Collateral, including money received with respect to the investment of the same, or upon the maturity, sale, or liquidation of any such investments, shall be invested by State Street, subject to the directions of the Client or its Investment Manager, in short-term instruments, short term investment funds maintained by State Street and other money market mutual funds. The Client acknowledges that State Street, in providing MCIV, may receive additional compensation by managing its interest rate exposure. The Client acknowledges that interests in such mutual funds, securities lending trusts and other collective investment funds, to which State Street and/or one or more of its affiliates provide services are not guaranteed or insured by State Street or any of its affiliates or by the Federal Deposit Insurance Corporation or any government agency. (a) a portion of such income shall be paid to the Borrower in accordance with the applicable Securities Loan Agreement; (b) the balance, if any, shall be split between State Street [as compensation for its services in connection with this securities lending program], the Client [as such income shall be credited to the Client's custodial account], and others. State Street shall be compensated in accordance with the fee schedule attached hereto as Schedule A. In the event the income generated by any investment made pursuant to the first paragraph of this Section 9 does not equal or exceed the amount due the Borrower (the "rebate fee") in accordance with the agreement between Borrower and State Street, State Street shall debit the Client's custodial account by an amount equal to the difference between the net income generated and the amounts to be paid to the Borrower pursuant to the Securities Loan Agreement. In the event debits to the Client's custodial account produce a deficit therein, State Street shall sell or otherwise liquidate investments made with cash Collateral and credit the net proceeds of such sale or liquidation to satisfy the deficit. In the event of a Loan to a Borrower resident in Canada, which is made over record date for a dividend reinvestment program ("DRP") and is secured by cash Collateral, the Borrower shall pay the Client a substitute payment equal to the full amount of the cash dividend declared, and may pay a loan premium, the amount of which shall be negotiated by State Street, above the amount of the cash dividend. Such loan premium shall be allocated between State Street and the Client as follows: (a) a portion of such loan premium shall be paid to State Street as compensation for its services in connection with this securities lending program, in accordance with Schedule A and (b) the remainder of such loan premium shall be credited to the Client's account.

Investment of Cash Collateral and Compensation. To the extent that a Loan is secured by cash Collateral, such cash Collateral, including money received with respect to the investment of the same, or upon the maturity, sale, or liquidation of any such investments, shall be invested by State Street, subject Street according to the directions of the Client or its Investment Manager, instructions set forth in short-term instruments, short term investment funds maintained by State Street and other money market mutual funds. Schedule A. The Client acknowledges that State Streetinvestments of cash Collateral in any investment vehicles, in providing MCIV, may receive additional compensation by managing its interest rate exposure. The Client acknowledges that interests in such mutual funds, securities lending trusts and other collective investment fundsincluding time deposits, to which State Street and/or one or more of its affiliates the State Street Affiliates provide services are not guaranteed or insured by State Street or any of its affiliates State Street Affiliates or by the Federal Deposit Insurance Corporation or any government agency. . The net income generated by any investment made pursuant to the first paragraph of this Section 9 shall be allocated among the Borrower, State Street, and the Client, as follows: (a) a portion of such income shall be paid to the Borrower Borrower, as a rebate fee for the use of the Borrower’s cash Collateral (the “Rebate Fee”), in accordance with the applicable Securities Loan AgreementAgreement negotiated between the Borrower and State Street; and (b) the balance, if any, shall be split between State Street [as compensation for its services in connection with this securities lending program], program and the Client [as income. Any such income shall will be credited to the Client's custodial account], and others. State Street shall be compensated ’s account in accordance with the fee schedule attached hereto as Schedule A. In the event the net income generated by any investment made pursuant to the first paragraph of this Section 9 does not equal or exceed the amount Rebate Fee due the Borrower (Borrower, State Street and the "rebate fee") Client shall, in accordance with the agreement between Borrower and State Streetfee split set forth on Schedule A, State Street shall debit share the Client's custodial account by an amount equal to the difference between the net income generated and the amounts Rebate Fee to be paid to the Borrower; provided, however, that for a Financing Transaction, the Client shall be solely responsible for the payment of the rebate fee to the Borrower. The Client shall be solely responsible for any and all other amounts due to such Borrower pursuant to the Securities Loan AgreementAgreement and State Street may debit the Client’s account accordingly. In the event debits to the Client's custodial ’s account produce a deficit therein, State Street shall sell or otherwise liquidate investments made with cash Collateral and credit the net proceeds of such sale or liquidation to satisfy the deficit. In the event of the foregoing does not eliminate the deficit, State Street shall have the right to charge the deficiency to any other account or accounts maintained by the Client with State Street. To the extent that a Loan to a Borrower resident in Canada, which is made over record date for a dividend reinvestment program ("DRP") and is secured by non-cash Collateral, the Borrower shall pay the Client a substitute payment equal be required to the full amount of the cash dividend declared, and may pay a loan premium, the amount of which shall be negotiated by State Street, above the amount of the cash dividend. Such loan premium shall be allocated between State Street and the Client as follows: (a) a portion of such loan premium shall be paid to State Street as compensation for its services in connection with this securities lending program, in accordance with Schedule A hereto; and (b) the remainder of such loan premium shall be credited to the Client's ’s account. The Client shall reimburse State Street for any and all funds advanced by State Street on behalf of the Client as a consequence of the Client’s obligations hereunder, including the Client’s obligation to return cash Collateral to the Borrower and to pay any fees due the Borrower, all as provided in Section 8 or this Section 9.

Investment of Cash Collateral and Compensation. To the extent that a Loan is secured by cash Collateral, such cash Collateral, including money received with respect to the investment of the same, or upon the maturity, sale, or liquidation of any such investments, shall be invested by State Street, subject to the directions of the Client or its Investment Managerreferred to above, if any, in short-term instruments, short term investment funds maintained by State Street and other Street, money market mutual fundsfunds and such other investments as State Street may from time to time select, including without limitation investments in obligations or other securities of State Street or of any State Street affiliate and investments in any short-term investment fund, mutual fund, securities lending trust or other collective investment fund with respect to which State Street and/or its affiliates provide investment management or advisory, trust, custody, transfer agency, shareholder servicing and/or other services for which they are compensated. The Client acknowledges that State Street, in providing MCIV, may receive additional compensation by managing its interest rate exposure. The Client Each Fund acknowledges that interests in such mutual funds, securities lending trusts and other collective investment funds, to which State Street and/or one or more of its affiliates provide services are not guaranteed or insured by State Street or any of its affiliates or by the Federal Deposit Insurance Corporation or any government agency. Each Fund hereby authorizes State Street to purchase or sell investments of cash Collateral to or from other accounts held by State Street or its affiliates. (a) a portion of such income the rebate fee shall be paid to the Borrower in accordance with the applicable Securities Loan AgreementBorrower; (b) the balance, if any, shall be split between State Street [as compensation for its services in connection with this securities lending program], program and the Client [as such income shall be credited to the Client's custodial account], and others. State Street shall be compensated Fund in accordance with the fee schedule attached hereto as Schedule A. In To the event the income generated by any investment made pursuant to the first paragraph of this Section 9 does not equal or exceed the amount due the Borrower (the "rebate fee") in accordance with the agreement between Borrower and State Street, State Street shall debit the Client's custodial account by an amount equal to the difference between the net income generated and the amounts to be paid to the Borrower pursuant to the Securities Loan Agreement. In the event debits to the Client's custodial account produce a deficit therein, State Street shall sell or otherwise liquidate investments made with cash Collateral and credit the net proceeds of such sale or liquidation to satisfy the deficit. In the event of extent that a Loan to a Borrower resident in Canada, which is made over record date for a dividend reinvestment program ("DRP") and is secured by non-cash Collateral, the Borrower shall pay the Client a substitute payment equal be required to the full amount of the cash dividend declared, and may pay a loan premium, the amount of which shall be negotiated by State Street, above the amount of the cash dividend. Such loan premium shall be allocated between State Street and the Client Fund as follows: (a) a such portion of such loan premium shall be paid to State Street as compensation for its services in connection with this securities lending program, in accordance with Schedule A hereto; and (b) the remainder of such loan premium shall be credited to the ClientFund's account. Each Fund acknowledges that in the event that the its participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law. Each Fund shall reimburse State Street for any and all funds advanced by State Street on behalf of the Fund as a consequence of the Fund's obligations hereunder, including the Fund's obligation to return cash Collateral to the Borrower and to pay any fees due the Borrower, all as provided in Section 8 hereof.

Investment of Cash Collateral and Compensation. To the extent that a Loan is secured by cash Collateral, such cash Collateral, including money received with respect to the investment of the same, or upon the maturity, sale, or liquidation of any such investments, shall be invested by State Street, subject to the directions of the Client or its Investment Managerreferred to above, if any, in short-term instruments, short term investment funds maintained by State Street and other Street, money market mutual fundsfunds and such other investments as State Street may from time to time select, including without limitation investments in obligations or other securities of State Street or of any State Street affiliate and investments in any short-term investment fund, mutual fund, securities lending trust or other collective investment fund with respect to which State Street and/or its affiliates provide investment management or advisory, trust, custody, transfer agency, shareholder servicing and/or other services for which they are compensated. The Client acknowledges that State Street, in providing MCIV, may receive additional compensation by managing its interest rate exposure. The Client Trustee acknowledges that interests in such mutual funds, securities lending trusts and other collective investment funds, to which State Street and/or one or more of its affiliates provide services are not guaranteed or insured by State Street or any of its affiliates or by the Federal Deposit Insurance Corporation or any government agency. . The Trustee hereby authorizes State Street to purchase or sell investments of cash Collateral to or from other accounts held by State Street or its affiliates. The net income generated by any investment made pursuant to the first paragraph of this Section 9 shall be allocated among the Borrower, State Street, and the Trust, as follows: (a) a portion of such income shall be paid to the Borrower in accordance with the applicable Securities Loan AgreementLending Agreement between the Borrower and State Street; (b) the balance, if any, shall be split divided between State Street [as compensation for its services in connection with this securities lending program], program and the Client [Trust as such income shall be credited to the Client's custodial Trust’s account], and others. State Street shall be compensated in accordance with the fee schedule attached hereto as split set forth on Schedule A. In the event the net income generated by any investment made pursuant to the first paragraph of this Section 9 does not equal or exceed the amount due the Borrower (the "rebate fee"fee for the use of cash Collateral) in accordance with the agreement Securities Lending Agreement between Borrower and State StreetStreet and the amount of such cash collateral has at all times satisfied the requirements of Section 8(a), State Street shall debit and the Client's custodial account by an Trust shall, in accordance with the fee division set forth on Schedule A, share the amount equal to the difference between the net income generated and the amounts to be paid to the Borrower pursuant to the Securities Loan Agreement. Subject to Sections 12 and 14, the Trust shall be solely responsible for any and all other amounts due to such Borrower pursuant to the Securities Loan Agreement and State Street may debit the Trust’s account accordingly. In the event debits to the Client's custodial Trust’s account produce a deficit therein, State Street shall sell or otherwise liquidate investments made with cash Collateral and credit the net proceeds of such sale or liquidation to satisfy the deficit. In the event that the foregoing does not eliminate the deficit or is otherwise not immediately available then the Trust shall pay to State Street on demand the full amount owed by Trust. In connection with the investment of cash Collateral pursuant to Section 9 hereof in any security, including a securities lending trust or other collective investment fund that is not publicly offered, the Trustee authorizes State Street (unless the Trustee has expressly notified State Street to the contrary in writing) to execute and deliver, on behalf of the Trust, one or more documents representing that such securities are being acquired only for investment and not with a view to distribution and that the Trust qualifies as an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended. In the event of a Loan to a Borrower resident in Canada, which is made over record date for a dividend reinvestment program ("“DRP"”) and is secured by cash Collateral, the Borrower shall pay the Client Trust a substitute payment equal to the full amount of the cash dividend declared, and may pay a loan premium, the amount of which shall be negotiated by State Street, above the amount of the cash dividend. Such loan premium shall be allocated between State Street and the Client Trust as follows: (a) a portion of such loan premium shall be paid to State Street as compensation for its services in connection with this securities lending program, in accordance with Schedule A and (b) the remainder of such loan premium shall be credited to the Client's Trust’s account. To the extent that a Loan is secured by non-cash Collateral, the Borrower shall be required to pay a loan premium, the amount of which shall be negotiated by State Street. Such loan premium shall be allocated between State Street and the Trust as follows: (a) a portion of such loan premium shall be paid to State Street as compensation for its services in connection with this securities lending program, in accordance with Schedule A hereto; and (b) the remainder of such loan premium shall be credited to the Trust’s account. The Trustee acknowledges that in the event that the Trust’s participation in securities lending generates income for the Trust, State Street may be required to withhold tax or may claim such tax from the Trust as is appropriate in accordance with applicable law. The Trustee shall reimburse State Street for any and all funds advanced by State Street on behalf of the Trust as a consequence of the Trust’s obligations hereunder, including the Trust’s obligation to return cash Collateral to the Borrower and to pay any fees due the Borrower, all as provided in Section 8 and 9 hereof.

Investment of Cash Collateral and Compensation. To the extent that a Loan is secured by cash Collateral, such cash Collateral, including money received with respect to the investment of the same, or upon the maturity, sale, or liquidation of any such investments, shall be invested by State Street, subject to the directions of the Client or its Investment Manager, Written Directions referred to above in short-term instruments, short term investment funds maintained by State Street and other Street, money market mutual fundsfunds and such other investments as State Street may from time to time select, including investments in obligations or other securities of State Street or of any State Street affiliate and investments in any short-term investment fund, mutual fund, securities lending trust or other collective investment fund with respect to which State Street and/or its affiliates provide investment management or advisory, trust, custody, transfer agency, shareholder servicing and/or other services for which they are compensated. The Client acknowledges that State Street, in providing MCIV, may receive additional compensation by managing its interest rate exposure. The Client Each Portfolio acknowledges that interests in such mutual funds, securities lending trusts and other collective investment funds, to which State Street and/or one or more of its affiliates provide services are not guaranteed or insured by State Street or any of its affiliates or by the Federal Deposit Insurance Corporation or any government agency. . Each Portfolio hereby authorizes State Street to purchase or sell investments of cash Collateral to or from other accounts held by State Street or its affiliates. The income generated by any investment made pursuant to the preceding paragraph of this Section 9 shall be allocated among the Borrower, State Street, and the Portfolio, as follows: (a) a portion of such income shall be paid to the Borrower in accordance with the applicable Securities Loan Agreementagreement negotiated between the Borrower and State Street; (b) the balance, if any, shall be split between State Street [as compensation for its services in connection with this securities lending program], program and the Client [Portfolio as such income shall be credited to the ClientPortfolio's custodial account], and others. State Street shall be compensated in accordance with the fee schedule attached hereto as Schedule A. SCHEDULE C. In the event the income generated by any investment made pursuant to the first paragraph of this Section 9 does not equal or exceed the amount due the Borrower (the "rebate fee") in accordance with the agreement between Borrower and State Street, State Street shall debit the ClientPortfolio's custodial account by an amount equal to the difference between the net income generated and the amounts to be paid to the Borrower pursuant to the Securities Loan Agreement. In the event debits to the ClientPortfolio's custodial account produce a deficit therein, State Street shall sell or otherwise liquidate investments made with cash Collateral and credit the net proceeds of such sale or liquidation to satisfy the deficit. In the event the foregoing does not eliminate the deficit, State Street shall have the right to charge the deficiency to any other account or accounts maintained by the Portfolio with State Street. In the event of a Loan to a Borrower resident in Canada, which is made over record date for a dividend reinvestment program ("DRP") and is secured by cash Collateral, the Borrower shall pay the Client Portfolio a substitute payment equal to the full amount of the cash dividend declared, and may pay a loan premium, the amount of which shall be negotiated by State Street, above the amount of the cash dividend. Such loan premium shall be allocated between State Street and the Client Portfolio as follows: (a) a portion of such loan premium shall be paid to State Street as compensation for its services in connection with this securities lending program, in accordance with Schedule A SCHEDULE C and (b) the remainder of such loan premium shall be credited to the ClientPortfolio's account. To the extent that a Loan is secured by non-cash Collateral, the Borrower shall be required to pay a loan premium, the amount of which shall be negotiated by State Street. Such loan premium shall be allocated between State Street and the Portfolio as follows: (a) a portion of such loan premium shall be paid to State Street as compensation for its services in connection with this securities lending program, in accordance with SCHEDULE C hereto; and (b) the remainder of such loan premium shall be credited to the Portfolio's account. Each Portfolio acknowledges that in the event that its Portfolio's participation in securities lending generates income for the Portfolio, State Street may be required to withhold tax or may claim such tax from the Portfolio as is appropriate in accordance with applicable law. Each Portfolio shall reimburse State Street for such reasonable fees and expenses that State Street may incur in connection with the performance of its obligations hereunder, including, without limitation: (i) the ordinary telecommunication charges associated with the movement of securities in connection with the securities lending activity contemplated by this Agreement; and (ii) any and all funds advanced by State Street on behalf of the Portfolio as a consequence of the Portfolio's obligations hereunder, including the Portfolio's obligation to return cash Collateral to the Borrower and to pay any fees due the Borrower, all as provided in Section 8 hereof.

Investment of Cash Collateral and Compensation. To the extent that a Loan is secured by cash Collateral, such cash Collateral, including money received with respect to the investment of the same, or upon the maturity, sale, or liquidation of any such investments, shall be invested by State Street, subject to Street in accordance with the directions of the Client or its Investment Manager, in short-term instruments, short term investment funds maintained by State Street and other money market mutual funds. The Client acknowledges that State Street, in providing MCIV, may receive additional compensation by managing its interest rate exposure. The Client on Schedule A. Each Fund acknowledges that interests in such mutual funds, securities lending trusts and other collective investment funds, to which State Street and/or one or more of its affiliates provide services services, including the State Street Navigator Securities Lending Prime Portfolio of the State Street Navigator Securities Lending Trust, are not guaranteed or insured by State Street or any of its affiliates or by the Federal Deposit Insurance Corporation or any government agency. (a) a portion of such income shall be paid to the Borrower in accordance with the applicable Securities Loan Agreementagreement negotiated between the Borrower and State Street; (b) the balance, if any, shall be split between State Street [Street, as compensation for its services in connection with this securities lending program], and the Client [as Fund and such income shall be credited to the ClientFund's custodial account], and others. State Street shall be compensated in accordance with the fee schedule attached hereto as split set forth on Schedule A. In the event the net income generated by any investment made pursuant to the first paragraph of this Section 9 does not equal or exceed the amount due the Borrower (the "rebate fee"fee for the use of cash Collateral) in accordance with the agreement between Borrower and State Street, State Street shall debit and the Client's custodial account by an Fund shall, in accordance with the fee split set forth on Schedule A, share the amount equal to the difference between the net income generated and the amounts to be paid to the Borrower pursuant to the Securities Loan Agreement. The Fund shall be solely responsible for any and all other amounts due to such Borrower pursuant to the Securities Loan Agreement and State Street may debit the Fund's account accordingly. In the event debits to the ClientFund's custodial account produce a deficit therein, State Street shall sell or otherwise liquidate investments made with cash Collateral and credit the net proceeds of such sale or liquidation to satisfy the deficit. In the event the foregoing does not eliminate the deficit, State Street shall have the right to charge the deficiency to any other account or accounts maintained by the Fund with State Street. In the event of a Loan to a Borrower resident in Canada, which is made over record date for a dividend reinvestment program ("DRP") and is secured by cash Collateral, the Borrower shall pay the Client Fund a substitute payment equal to the full amount of the cash dividend declared, and may pay a loan premium, the amount of which shall be negotiated by State Street, above the amount of the cash dividend. Such loan premium shall be allocated between State Street and the Client Fund as follows: (a) a portion of such loan premium shall be paid to State Street as compensation for its services in connection with this securities lending program, in accordance with Schedule A and (b) the remainder of such loan premium shall be credited to the ClientFund's account. To the extent that a Loan is secured by non-cash Collateral, the Borrower shall be required to pay a loan premium, the amount of which shall be negotiated by State Street. Such loan premium shall be allocated between State Street and the Fund as follows: (a) a portion of such loan premium shall be paid to State Street as compensation for its services in connection with this securities lending program, in accordance with Schedule A hereto; and (b) the remainder of such loan premium shall be credited to the Fund's account. Each Fund hereby agrees that it shall reimburse State Street for any and all funds advanced by State Street on behalf of the Fund as a consequence of the Fund's obligations hereunder, including the Fund's obligation to return cash Collateral to the Borrower and to pay any fees due the Borrower, all as provided in Section 8 hereof.

Investment of Cash Collateral and Compensation. To the extent that a Loan is secured by cash Collateral, such cash Collateral, including money received with respect to the investment of the same, or upon the maturity, sale, or liquidation of any such investments, shall be invested by State Street, subject to the directions of the Client or its Investment Manager, referred to in short-term instruments, short term investment funds maintained by State Street and other money market mutual fundsSection 8(d) above. The Client acknowledges that State Street, in providing MCIV, may receive additional compensation by managing its interest rate exposure. The Client Each Fund acknowledges that interests in such mutual funds, securities lending trusts and other collective investment funds, to which State Street and/or one or more of its affiliates provide services are not guaranteed or insured by State Street or any of its affiliates or by the Federal Deposit Insurance Corporation or any government agency. Each Fund acknowledges that State Street Navigator Prime Securities Lending Trust, in which cash Collateral will be invested as set forth above, may purchase or sell investments of cash Collateral to or from other accounts held by State Street or its affiliates. (a) a portion of such income shall be paid to the Borrower in accordance with the applicable Securities Loan Agreementagreement negotiated between the Borrower and State Street; (b) the balance, if any, shall be split between State Street [Street, as compensation for its services in connection with this securities lending program], and the Client [as Fund and such income shall be credited to the ClientFund's custodial account], and others. State Street shall be compensated in accordance with the fee schedule attached hereto as paragraph 1 of Schedule A. In the event the net income generated by any investment made pursuant to the first paragraph of this Section 9 does not equal or exceed the amount due the Borrower (the "rebate fee"fee for the use of cash Collateral) in accordance with the agreement between Borrower and State Street, State Street shall debit and the Client's custodial account by an applicable Fund shall, in accordance with the fee split set forth on Schedule A, share the amount equal to the difference between the net income generated and the amounts to be paid to the Borrower pursuant to the Securities Loan Agreement. The Fund shall be solely responsible for any and all other amounts due to such Borrower pursuant to the Securities Loan Agreement and State Street may, upon notice to the Fund, debit the Fund's account accordingly. In the event debits to the ClientFund's custodial account produce a deficit therein, State Street shall sell or otherwise liquidate investments made with cash Collateral and credit the net proceeds of such sale or liquidation to satisfy the deficit. In the event of the foregoing does not eliminate the deficit, State Street shall have the right, upon notice to the Fund, to charge the deficiency to any other account or accounts maintained by such Fund with State Street. To the extent that a Loan to a Borrower resident in Canada, which is made over record date for a dividend reinvestment program ("DRP") and is secured by non-cash Collateral, the Borrower shall pay the Client a substitute payment equal be required to the full amount of the cash dividend declared, and may pay a loan premium, the amount of which shall be negotiated by State Street, above the amount of the cash dividend. Such loan premium shall be allocated between State Street and the Client Fund as follows: (a) a portion of such loan premium shall be paid to allocated between State Street Street, as compensation for its services in connection with this securities lending programprogram and the Fund, in accordance with Schedule A A. Each Fund hereby agrees that it shall reimburse State Street for any and (b) all funds advanced by State Street on behalf of the remainder Fund as a consequence of such loan premium shall be credited the Fund's obligations hereunder, including the Fund's obligation to return cash Collateral to the Client's accountBorrower and to pay any fees due the Borrower, all as provided in Section 8 hereof.