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 according to the instructions set forth in Schedule A. The Client acknowledges that investments of cash Collateral in any investment vehicles, including time deposits, to which State Street and/or one or more of the State Street Affiliates provide services are not guaranteed or insured by State Street or 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, as a rebate fee for the use of the Borrower’s cash Collateral (the “Rebate Fee”), in accordance with the Securities Loan Agreement 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 and the Client as income. Any such income will be credited to the Client’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 Rebate Fee due the Borrower, State Street and the Client 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 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 Agreement and State Street may debit the Client’s account accordingly. In the event debits to the Client’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 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 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 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 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 according Street, subject to the instructions set forth directions referred to above, if any, in Schedule A. short-term instruments, short term investment funds maintained by State Street, money market mutual funds 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 Trustee acknowledges that investments of cash Collateral interests in any such mutual funds, securities lending trusts and other collective investment vehicles, including time depositsfunds, to which State Street and/or one or more of the State Street Affiliates its affiliates provide services are not guaranteed or insured by State Street or State Street Affiliates 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 ClientTrust, as follows: (a) a portion of such income shall be paid to the Borrower, as a rebate fee for the use of the Borrower’s cash Collateral (the “Rebate Fee”), Borrower in accordance with the Securities Loan Lending Agreement negotiated between the Borrower and State Street; and (b) the balance, if any, shall be split divided between State Street as compensation for its services in connection with this securities lending program and the Client Trust as income. Any such income will shall be credited to the ClientTrust’s account account, 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 Rebate Fee amount due the BorrowerBorrower (the rebate fee for the use of cash Collateral) in accordance with the Securities Lending Agreement between Borrower and State Street and the amount of such cash collateral has at all times satisfied the requirements of Section 8(a), State Street and the Client Trust shall, in accordance with the fee split division set forth on Schedule A, share the amount equal to the difference between the net income generated and the Rebate Fee amounts to be paid to the Borrower; provided, however, that for a Financing TransactionBorrower pursuant to the Securities Loan Agreement. Subject to Sections 12 and 14, the Client shall be solely responsible for the payment of the rebate fee to the Borrower. The Client 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 ClientTrust’s account accordingly. In the event debits to the ClientTrust’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, 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 have pay the right Trust a substitute payment equal to charge the deficiency to any other account or accounts maintained full amount of the cash dividend declared, and may pay a loan premium, the amount of which shall be negotiated by the Client with State Street, above the amount of the cash dividend. 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 and (b) the remainder of such loan premium shall be credited to the 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 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 hereto; and (b) the remainder of such loan premium shall be credited to the ClientTrust’s account. The Client 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 Client Trust as a consequence of the ClientTrust’s obligations hereunder, including the ClientTrust’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 9and 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 according subject to the instructions directions set forth in Paragraph 3 of Schedule A. The Client Each Fund acknowledges that the investment guidelines for the State Street Securities Lending Quality Trust allow for investment in obligations or other securities of State Street or of any State Street affiliate and investments of cash Collateral in any short-term investment vehiclesfund, including time depositsmutual 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. Each Fund acknowledges that interests in mutual funds, securities lending trusts and other collective investment funds, to which State Street and/or one or more of the State Street Affiliates its affiliates provide services are not guaranteed or insured by State Street or State Street Affiliates any of its affiliates or by the Federal Deposit Insurance Corporation or any government agency. Each Fund hereby authorizes the investment manager of the State Street Securities Lending Quality Trust to purchase or sell investments of the State Street Securities Lending Quality Trust 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 ClientFund, as follows: (a) a portion of such income shall be paid to the Borrower, as a rebate fee for the use of the Borrower’s cash Collateral (the “Rebate Fee”), Borrower in accordance with the Securities Loan Agreement agreement negotiated between the Borrower and State Street; and (b) the balance, if any, shall be split between State Street Street, as compensation for its services in connection with this securities lending program program, and the Client as income. Any Fund and such income will shall be credited to the ClientFund’s account account, 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 Rebate Fee amount due the BorrowerBorrower (the rebate fee for the use of cash Collateral) in accordance with the agreement between Borrower and State Street, State Street and the Client 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 Rebate Fee amounts 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 Borrower pursuant to the BorrowerSecurities Loan Agreement. The Client 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 ClientFund’s account accordingly. In the event debits to the ClientFund’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 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 Fund with State Street. 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 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 hereto; and (b) the remainder of such loan premium shall be credited to the ClientFund’s account. The Client Each Fund hereby agrees that it shall reimburse State Street for any and all funds advanced by State Street on behalf of the Client Fund as a consequence of the ClientFund’s obligations hereunder, including the ClientFund’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 9hereof.

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 according Street, subject to the instructions set forth Written Directions referred to above in Schedule A. The Client short-term instruments, short term investment funds maintained by State Street, money market mutual funds 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. Each Portfolio acknowledges that investments of cash Collateral interests in any such mutual funds, securities lending trusts and other collective investment vehicles, including time depositsfunds, to which State Street and/or one or more of the State Street Affiliates its affiliates provide services are not guaranteed or insured by State Street or State Street Affiliates 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 net income generated by any investment made pursuant to the first preceding paragraph of this Section 9 shall be allocated among the Borrower, State Street, and the ClientPortfolio, as follows: (a) a portion of such income shall be paid to the Borrower, as a rebate fee for the use of the Borrower’s cash Collateral (the “Rebate Fee”), Borrower in accordance with the Securities Loan Agreement agreement 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 and the Client Portfolio as income. Any such income will shall be credited to the Client’s account Portfolio's account, in accordance with the fee schedule attached hereto as Schedule A. SCHEDULE C. 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 Rebate Fee amount due the Borrower, State Street and the Client shall, Borrower in accordance with the fee split set forth on Schedule Aagreement between Borrower and State Street, share State Street shall debit the Portfolio's account by an amount equal to the difference between the net income generated and the Rebate Fee amounts 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 Agreement and State Street may debit the Client’s account accordinglyAgreement. In the event debits to the Client’s Portfolio'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 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 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 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 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 and (b) the remainder of such loan premium shall be credited to the Portfolio'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 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 hereto; and (b) the remainder of such loan premium shall be credited to the Client’s Portfolio's account. The Client 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 Client Portfolio as a consequence of the Client’s Portfolio's obligations hereunder, including the Client’s Portfolio'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 9hereof.