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

Investment of Cash Collateral and Compensation. (a) Each of the Funds hereby authorizes and instructs State Street to deposit all cash Collateral in a custody account that the Funds agree to have established with the Custodian pursuant to the Custody Agreement between the Fund and the Custodian, solely for the purpose of investment of cash Collateral under this Agreement (the “Xxxxxxx Investment Company Joint Account”). Each of the Funds shall, by written instruction to State Street effective solely from and after State Street’s written consent thereto (such consent not to be unreasonably delayed or withheld), authorize and instruct State Street to invest, on each of the Fund’s behalf and at each of the Funds’ sole risk, all 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) deposited in the Xxxxxxx Investment Company Joint Account in eligible investments listed on Schedule B (“Instructions”). It is understood and agreed that State Street’s consent is solely required and delivered for purposes of confirmation of operational feasibility of implementing the Instructions. Except as provided in Section 8(d) of this Agreement, State Street does not assume any market or investment risk of loss associated with any investment or change of investment in any such investments, including any cash Collateral investment vehicle designated on Schedule B. (b) Each Fund authorizes and directs solely State Street to deposit and withdraw cash Collateral on behalf of the Funds in respect of the Xxxxxxx Investment Company Joint Account and any subaccount thereunder or investment thereof (each, and together, the “Xxxxxxx Collateral Account”), for purposes of satisfaction of any of the Funds’ obligations under this Agreement and the Securities Loan Agreements. Each Fund hereby agrees that (i) it will not withdraw its authorization of State Street under this provision or direct or otherwise cause cash to be withdrawn from the Xxxxxxx Collateral Account, and (ii) it will not modify the Xxxxxxx Collateral Account or direct that the cash Collateral be deposited or invested in any account other than the Xxxxxxx Collateral Account. Each Fund shall calculate and report, or cause their Custodian to calculate and report, to the Securities Finance Division of State Street hereunder after the close of each business day the applicable daily yield of the Xxxxxxx Investment Company Money Market Fund, to determine, among other things, income and compensation to be paid to each Fund and State Street in connection herewith. (c) Each Fund acknowledges that interests in any mutual funds, securities lending trusts and other collective investment funds, to which State Street or any State Street Affiliate provides services are not guaranteed or insured by State Street or any State Street Affiliate 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 any State Street Affiliate subject to compliance with applicable law. (d) The net income generated by any investment of cash Collateral by State Street on behalf of each Fund pursuant to this Agreement shall be allocated among the Borrower, State Street, and each Fund, as follows: (a) a portion of such income shall be paid to the Borrower in accordance with the agreement 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 and each Fund and such income shall be credited to each Fund’s account, in accordance with the fee schedule attached hereto as Schedule A. (e) In the event the net income generated by any investment of cash Collateral made pursuant to this Section 9 does not equal or exceed the rebate amount due the Borrower (for the use of cash Collateral) in accordance with the agreement between Borrower and State Street (the “Rebate Fee”), the Fund shall be responsible for the payment in full when due of the difference between the net income generated and the Rebate Fee due to the Borrower, subject, however, to any liability of State Street under Section 8(d), and State Street may offset such amount owed by the Fund against future earnings to the Fund hereunder and/or, upon commercially reasonable notice, debit each Fund’s account accordingly. (f) Each Fund shall be solely responsible for any and all other amounts due to State Street and the Borrower pursuant to this Agreement and the Securities Loan Agreement and State Street may, upon commercially reasonable notice to the Fund, debit each Fund’s account accordingly. In the event debits to the Fund’s account produce a deficit therein, State Street shall, upon commercially reasonable notice to the Fund, 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. (g) 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 each Fund as follows: (i) 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 (ii) the remainder of such loan premium shall be credited to each Fund’s account. (h) Each Fund hereby agrees that it shall reimburse State Street for any and all funds advanced by State Street on behalf of each Fund as a consequence of each Fund’s obligations hereunder or under any Securities Loan Agreement, including each Fund’s obligation to return cash Collateral to the Borrower and to pay any fees due the Borrower as provided in Section 8 hereof or this Section 9. (i) As security for the due and punctual performance by each Fund of any and all obligations to State Street hereunder or under any Securities Loan Agreement, including but not limited to each Fund’s obligation to repay State Street of any credit, advance, overdraft or other indebtedness of the Lender to State Street arising hereunder (the “Obligations”), each Fund hereby grants and transfers to State Street, a continuing lien upon and security interest in any and all property (together with the proceeds thereof) in which each Fund at any time has rights and which at any time have been delivered, transferred, or deposited in or credited to an account with State Street or otherwise at any time is in the possession or under the control or recorded on the books of State Street (or any third party acting on behalf of State Street or otherwise in respect of services hereunder), whether expressly as Collateral or for custody or safekeeping or for any other or different purpose, and any property which may be in transit by mail or carrier for any purpose, or converted or affected by any documents in State Street’s possession (collectively, the “Property”). Each Fund agrees that in addition to the rights and remedies given to State Street hereunder, State Street shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Massachusetts, and/or any other applicable laws and/or regulations as then in effect. (j) In the event of any failure by each Fund to pay or perform any or all of the Obligations, State Street shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to each Fund), to apply the Property to the payment of such Obligations. State Street shall not be obligated to assert or enforce any rights, liens or security interest hereunder or to take any action in reference thereto, and State Street may in its discretion at any time relinquish its rights hereunder as to particular Property, in each case without thereby affecting or invalidating its rights hereunder as to all or any other Property securing or purporting to secure each Fund’s Obligations. While any Obligations, whether contingent or otherwise, to State Street are outstanding, State Street may decline to deliver out Property to the extent that, in State Street’s reasonable judgment, the value of the Property would be less than 105% of the Obligations after giving effect to the delivery out. While the payment or performance of any Obligations are in default, State Street may decline to deliver out any Property. The provisions of this paragraph shall survive the termination of any Custody Agreement between each Fund and Xxxxx Xxxxxx. (x) Xxxxx Xxxxxx may charge the Xxxxxxx Investment Company Joint Account and any account (in each case, whether containing cash or other assets) held by State Street in the name of each Fund for any amounts due to State Street or any Borrower in connection with this Agreement or any Securities Loan Agreement.

Investment of Cash Collateral and Compensation. (a) Each The Customer hereby appoints Lending Agent as cash agent to invest cash Collateral, on behalf of the Funds Customer, in investments in accordance with the Investment Guidelines, copies of which are attached hereto as Schedule 10. as may be amended from time to time. With the prior written approval of the Customer, Lending Agent may engage a third party (that may be an affiliate of Lending Agent) to assist in the investment of the cash collateral. The Customer hereby authorizes and instructs State Street Lending Agent to deposit all cash Collateral in a custody account Custody Account(s) that the Funds agree Customer agrees to have established with the Custodian pursuant to the a separate Custody Agreement between the Fund Customer and the Custodian, solely for the purpose of investment of cash Collateral under this Agreement (the “Xxxxxxx Investment Company Joint Custody Account”). Each of the Funds shall, by written instruction to State Street effective solely from The Customer hereby authorizes and after State Street’s written consent thereto (such consent not to be unreasonably delayed or withheld), authorize and instruct State Street instructs Lending Agent to invest, on each of the FundCustomer’s behalf and at each of the Funds’ Customer’s sole risk, all 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) deposited in the Xxxxxxx Investment Company Joint Custody Account in eligible investments listed on Schedule B (“Instructions”)10. It is understood All decisions with respect to the investment and agreed that State Street’s consent is solely required reinvestment of cash Collateral will be in the parameters approved by the Customer and delivered neither Lending Agent nor any subagent shall be liable for purposes any such decisions of confirmation of operational feasibility of implementing the InstructionsCustomer. Except as provided in Section 8(d) of this Agreement, State Street Lending Agent does not assume any market or investment risk of loss associated with any investment or change of investment in any such investmentsinvestment, including any cash Collateral investment vehicle designated on Schedule B.10. The determination of whether a particular investment is within the Investment Guidelines of Schedule 10 shall be made as of the date of purchase of such investment. (b) Each Fund The Customer agrees that any claim or objection by the Customer that a particular investment is not within the Investment Guidelines of Schedule 10 must be made in writing to Lending Agent within ninety (90) days of the day of purchase or such claim or objection shall be deemed waived by the Customer. (c) The Customer authorizes and directs solely State Street Lending Agent, as sole agent hereunder, to deposit and withdraw cash Collateral on behalf of the Funds Customer in respect of the Xxxxxxx Investment Company Joint Account and any subaccount thereunder or investment thereof (each, and together, the “Xxxxxxx Collateral Custody Account”), for purposes of satisfaction of any of the Funds’ Customer’s obligations under this Agreement and the Securities Loan Agreements. Each Fund The Customer hereby agrees that (i) it will not withdraw its authorization of State Street Lending Agent under this provision or direct or otherwise cause cash to be withdrawn from the Xxxxxxx Collateral Custody Account, and (ii) it will not modify the Xxxxxxx Collateral Custody Account or direct that the cash Collateral be deposited or invested in any account other than the Xxxxxxx Collateral Custody Account. Each Fund shall calculate and report, or cause their Custodian to calculate and report, to the Securities Finance Division of State Street hereunder after the close of each business day the applicable daily yield of the Xxxxxxx Investment Company Money Market Fund, to determine, among other things, income and compensation to be paid to each Fund and State Street in connection herewith. (cd) Each Fund The Customer acknowledges that interests in any mutual funds, securities lending trusts and other collective investment funds, to which State Street Lending Agent or any State Street Affiliate provides Lending Agent Affiliates provide services are not guaranteed or insured by State Street Lending Agent or any State Street Lending Agent Affiliate 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 any State Street Affiliate subject to compliance with applicable law. (d) The net income generated by any investment of cash Collateral by State Street on behalf of each Fund pursuant to this Agreement shall be allocated among the Borrower, State Street, and each Fund, as follows: (a) a portion of such income shall be paid to the Borrower in accordance with the agreement 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 and each Fund and such income shall be credited to each Fund’s account, in accordance with the fee schedule attached hereto as Schedule A. (e) In the event the net income generated by any the investment of cash Collateral made pursuant to this Section 9 8 does not equal or exceed the rebate amount due the Borrower (for the use of cash Collateral) in accordance with the agreement between Borrower and State Street Lending Agent (the “Rebate Fee”), the Fund Customer shall be responsible for the payment in full when due of the difference between the net income generated and the Rebate Fee due to the Borrower, subject, however, to any liability of State Street Lending Agent under Section 8(d7(e), and State Street Lending Agent may offset such amount owed by the Fund Customer against future earnings to the Fund Customer hereunder and/or, upon commercially reasonable notice, debit each Fund’s account the Custody Account accordingly. (f) Each Fund The Customer shall be solely responsible for any and all other amounts due to State Street Borrower, Sellers and the Borrower Tri-Party Custodial Banks pursuant to this Agreement and Agreement, the Securities Loan Agreement, the Repurchase Agreement and State Street may, upon commercially reasonable notice and/or the Tri-Party Repo Agreement. The Customer hereby authorizes Lending Agent to debit the Custody Account accordingly. The Customer further authorizes Lending Agent to debit the Custody Account for rebates due to the FundBorrower, debit each Fund’s account accordinglyfees owed to Lending Agent and any other charges, expenses or fees owed by the Customer pursuant to this Agreement. In the event debits to the Fund’s account Custody Account produce a deficit therein, State Street shall, upon commercially reasonable notice to the Fund, Lending Agent 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. (g) To The Customer agrees and acknowledges that Lending Agent has no obligation under this Agreement to advance any funds or extend credit or overdraft to the extent that a Customer for obligations owed by Customer hereunder or under the Securities Loan is secured by nonAgreement, Repurchase Agreement, or Tri-cash Collateralparty Repo Agreement. Notwithstanding the foregoing, the Borrower shall be required to pay a loan premiumCustomer further agrees that if Lending Agent does advance any such funds, the amount of which shall be negotiated by State Street. Such loan premium shall be allocated between State Street and each Fund as follows: (i) 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 (ii) the remainder of such loan premium shall be credited to each Fund’s account. (h) Each Fund hereby agrees that it Customer shall reimburse State Street Lending Agent for any and all funds advanced by State Street Lending Agent on behalf of each Fund the Customer as a consequence of each Fundthe Customer’s obligations hereunder or under any Securities Loan Agreement, including each Fundthe Customer’s obligation to return cash Collateral to the Borrower and to pay any fees due the Borrower as provided in Section 8 7 hereof or this Section 98. (ih) As security for the due and punctual performance by each Fund of any and all obligations to State Street hereunder or under any Securities Loan Agreement, including but not limited to each Fund’s The Customer agrees that Lending Agent has no obligation to repay State Street of provide (and has not provided) any creditadvice to the Customer concerning the Investment Guidelines contained in Schedule 10 or to remind the Customer to update, advance, overdraft amend or other indebtedness of the Lender to State Street arising hereunder (the “Obligations”), each Fund hereby grants and transfers to State Street, a continuing lien upon and security interest in any and all property (together with the proceeds thereof) in which each Fund at any time has rights and which at any time have been delivered, transferred, or deposited in or credited to an account with State Street or otherwise at any time is in the possession or under the control or recorded on the books of State Street (way change its Investment Guidelines or any third party acting on behalf of State Street or otherwise in respect of services hereunder), whether expressly as Collateral or for custody or safekeeping or for any other or different purpose, and any property which may be in transit by mail or carrier for any purpose, or converted or affected by any documents in State Street’s possession (collectively, the “Property”). Each Fund agrees that in addition to the rights and remedies given to State Street hereunder, State Street shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Massachusetts, and/or any other applicable laws and/or regulations as then in effectinvestment made pursuant thereto. (j) In the event of any failure by each Fund to pay or perform any or all of the Obligations, State Street shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to each Fund), to apply the Property to the payment of such Obligations. State Street shall not be obligated to assert or enforce any rights, liens or security interest hereunder or to take any action in reference thereto, and State Street may in its discretion at any time relinquish its rights hereunder as to particular Property, in each case without thereby affecting or invalidating its rights hereunder as to all or any other Property securing or purporting to secure each Fund’s Obligations. While any Obligations, whether contingent or otherwise, to State Street are outstanding, State Street may decline to deliver out Property to the extent that, in State Street’s reasonable judgment, the value of the Property would be less than 105% of the Obligations after giving effect to the delivery out. While the payment or performance of any Obligations are in default, State Street may decline to deliver out any Property. The provisions of this paragraph shall survive the termination of any Custody Agreement between each Fund and Xxxxx Xxxxxx. (x) Xxxxx Xxxxxx may charge the Xxxxxxx Investment Company Joint Account and any account (in each case, whether containing cash or other assets) held by State Street in the name of each Fund for any amounts due to State Street or any Borrower in connection with this Agreement or any Securities Loan Agreement.

Investment of Cash Collateral and Compensation. (a) Each of the Funds hereby authorizes and instructs State Street to deposit all cash Collateral in a custody account that the Funds agree to have established with the Custodian pursuant to the Custody Agreement between the Fund and the Custodian, solely for the purpose of investment of cash Collateral under this Agreement (the “Xxxxxxx Investment Company Funds Joint Account”). Each of the Funds shall, by written instruction to State Street effective solely from and after State Street’s written consent thereto (such consent not to be unreasonably delayed or withheld), authorize and instruct State Street to invest, on each of the Fund’s behalf and at each of the Funds’ sole risk, all 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) deposited in the Xxxxxxx Investment Company Funds Joint Account in eligible investments listed on Schedule B (“Instructions”). It is understood and agreed that State Street’s consent is solely required and delivered for purposes of confirmation of operational feasibility of implementing the Instructions. Except as provided in Section 8(d) of this Agreement, State Street does not assume any market or investment risk of loss associated with any investment or change of investment in any such investments, including any cash Collateral investment vehicle designated on Schedule B. (b) Each Fund authorizes and directs solely State Street to deposit and withdraw cash Collateral on behalf of the Funds in respect of the Xxxxxxx Investment Company Funds Joint Account and any subaccount thereunder or investment thereof (each, and together, the “Xxxxxxx Collateral Account”), for purposes of satisfaction of any of the Funds’ obligations under this Agreement and the Securities Loan Agreements. Each Fund hereby agrees that (i) it will not withdraw its authorization of State Street under this provision or direct or otherwise cause cash to be withdrawn from the Xxxxxxx Collateral Account, and (ii) it will not modify the Xxxxxxx Collateral Account or direct that the cash Collateral be deposited or invested in any account other than the Xxxxxxx Collateral Account. Each Fund shall calculate and report, or cause their Custodian to calculate and report, to the Securities Finance Division of State Street hereunder after the close of each business day the applicable daily yield of the Xxxxxxx Investment Company Money Market Fund, to determine, among other things, income and compensation to be paid to each Fund and State Street in connection herewith. (c) Each Fund acknowledges that interests in any mutual funds, securities lending trusts and other collective investment funds, to which State Street or any State Street Affiliate provides services are not guaranteed or insured by State Street or any State Street Affiliate 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 any State Street Affiliate subject to compliance with applicable law. (d) The net income generated by any investment of cash Collateral by State Street on behalf of each Fund pursuant to this Agreement shall be allocated among the Borrower, State Street, and each Fund, as follows: (a) a portion of such income shall be paid to the Borrower in accordance with the agreement 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 and each Fund and such income shall be credited to each Fund’s account, in accordance with the fee schedule attached hereto as Schedule A. (e) In the event the net income generated by any investment of cash Collateral made pursuant to this Section 9 does not equal or exceed the rebate amount due the Borrower (for the use of cash Collateral) in accordance with the agreement between Borrower and State Street (the “Rebate Fee”), the Fund shall be responsible for the payment in full when due of the difference between the net income generated and the Rebate Fee due to the Borrower, subject, however, to any liability of State Street under Section 8(d), and State Street may offset such amount owed by the Fund against future earnings to the Fund hereunder and/or, upon commercially reasonable notice, debit each Fund’s account accordingly. (f) Each Fund shall be solely responsible for any and all other amounts due to State Street and the Borrower pursuant to this Agreement and the Securities Loan Agreement and State Street may, upon commercially reasonable notice to the Fund, debit each Fund’s account accordingly. In the event debits to the Fund’s account produce a deficit therein, State Street shall, upon commercially reasonable notice to the Fund, 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. (g) 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 each Fund as follows: (i) 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 (ii) the remainder of such loan premium shall be credited to each Fund’s account. (h) Each Fund hereby agrees that it shall reimburse State Street for any and all funds advanced by State Street on behalf of each Fund as a consequence of each Fund’s obligations hereunder or under any Securities Loan Agreement, including each Fund’s obligation to return cash Collateral to the Borrower and to pay any fees due the Borrower as provided in Section 8 hereof or this Section 9. (i) As security for the due and punctual performance by each Fund of any and all obligations to State Street hereunder or under any Securities Loan Agreement, including but not limited to each Fund’s obligation to repay State Street of any credit, advance, overdraft or other indebtedness of the Lender to State Street arising hereunder (the “Obligations”), each Fund hereby grants and transfers to State Street, a continuing lien upon and security interest in any and all property (together with the proceeds thereof) in which each Fund at any time has rights and which at any time have been delivered, transferred, or deposited in or credited to an account with State Street or otherwise at any time is in the possession or under the control or recorded on the books of State Street (or any third party acting on behalf of State Street or otherwise in respect of services hereunder), whether expressly as Collateral or for custody or safekeeping or for any other or different purpose, and any property which may be in transit by mail or carrier for any purpose, or converted or affected by any documents in State Street’s possession (collectively, the “Property”). Each Fund agrees that in addition to the rights and remedies given to State Street hereunder, State Street shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Massachusetts, and/or any other applicable laws and/or regulations as then in effect. (j) In the event of any failure by each Fund to pay or perform any or all of the Obligations, State Street shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to each Fund), to apply the Property to the payment of such Obligations. State Street shall not be obligated to assert or enforce any rights, liens or security interest hereunder or to take any action in reference thereto, and State Street may in its discretion at any time relinquish its rights hereunder as to particular Property, in each case without thereby affecting or invalidating its rights hereunder as to all or any other Property securing or purporting to secure each Fund’s Obligations. While any Obligations, whether contingent or otherwise, to State Street are outstanding, State Street may decline to deliver out Property to the extent that, in State Street’s reasonable judgment, the value of the Property would be less than 105% of the Obligations after giving effect to the delivery out. While the payment or performance of any Obligations are in default, State Street may decline to deliver out any Property. The provisions of this paragraph shall survive the termination of any Custody Agreement between each Fund and Xxxxx XxxxxxState Street. (xk) Xxxxx Xxxxxx State Street may charge the Xxxxxxx Investment Company Funds Joint Account and any account (in each case, whether containing cash or other assets) held by State Street in the name of each Fund for any amounts due to State Street or any Borrower in connection with this Agreement or any Securities Loan Agreement.