Common use of Investment of Cash Collateral Clause in Contracts

Investment of Cash Collateral. (a) Each Lender shall have the right, pursuant to the SLA, to invest cash Collateral received in respect of any loan, subject to an obligation, upon the termination of the loan, to return to the borrower the amount of cash initially pledged (as adjusted for any subsequent marks-to-market). Each Lender shall direct GSAL and/or Custodian, from time to time, as to the manner and means by which such cash Collateral is to be invested and the types of permissible investments. Until contrary instructions are furnished to GSAL by Lender, GSAL is authorized and directed to cause all cash collateral to be invested in the following investments (“Permissible Investments”) (i) Capital Class Shares of JPMorgan Prime Money Market Fund;; or (ii) such investments as permitted by Schedule 5 hereto. Each Lender hereby authorizes GSAL to purchase or redeem any amounts that are held, in the applicable Lender’s collateral account to satisfy the Lender’s obligations arising to a borrower or GSAL under this Agreement. (b) Each Lender acknowledges and agrees that any income or gains and losses from investing and reinvesting any cash Collateral in Permissible Investments pursuant to an SLA shall be at Lender's risk and for Lender's account, and Lender agrees that to the extent any such losses reduce the amount of cash below the amount required to be returned to the borrower upon the termination of any loan made on Lender's behalf (after giving effect to any Cash Collateral Fee (as defined in the applicable SLA) due the borrower), Lender will, on demand of GSAL, immediately pay to GSAL (for transmission to such borrower) an equivalent amount in cash in U.S. Dollars. GSAL is hereby authorized and instructed, and GSAL agrees, to effect any required liquidation of Permissible Investments to satisfy Lender's obligation to return cash Collateral pursuant to a xxxx to market or upon termination of any loan of securities. All proceeds and earnings derived from such investment shall be deposited in the collateral account unless otherwise directed by Lender. Lender acknowledges that the selection of Permissible Investments is Lender’s sole responsibility without advice from, or reliance upon, input from GSAL.

Investment of Cash Collateral. (a) Each Lender shall have the right11.01 The Bank is hereby authorized, pursuant to the SLAwithout obtaining any further approval from a Fund, to invest any of the cash Collateral received in respect connection with Lending Transactions on such Fund’s behalf and for the Fund’s account in Investments specified on Exhibit D. 11.02 The Bank may sell, close out, liquidate or unwind any Investment, on a Fund’s behalf and for such Fund’s account, whenever the Bank, in its sole discretion, deems it appropriate to do so, and such sales may be transacted through the Bank or Bank Affiliates. 11.03 Each Fund agrees to bear all investment risks associated with any and all Investments, including, but not limited to, interest rate, market, credit and liquidity risk. To the extent of any loan, subject to an obligation, upon the termination of the loan, to return to the borrower deficiency in the amount of cash initially pledged Collateral available for return to a Counterparty due to losses on Investments (as adjusted for any subsequent marks-to-market). Each Lender including negative Realized Income) or otherwise, the Fund shall direct GSAL and/or Custodian, from time to time, as deliver to the manner Bank, promptly after notice of such deficiency and means upon request for such payment by the Bank, immediately available funds in an amount equal to such deficiency. For the avoidance of doubt, a failure by the Bank to request such deficiency shall not constitute a waiver of its rights to such payment. 11.04 The Bank shall maintain the property relating to or arising from Investments made on a Fund’s behalf as contemplated by this Clause in one or more custody accounts segregated from the Bank’s own assets. 11.05 No interest on any uninvested cash Collateral or any other uninvested cash which may be held by the Bank will be payable to a Fund unless specifically agreed by the Bank or unless such cash Collateral is remains uninvested because of a failure by the Bank to invest it; provided, however, that such uninvested cash Collateral shall be invested greater than a de minimus amount. 11.06 Each Fund acknowledges that Investments may be in obligations or other securities of the Bank or any Bank Affiliate and in a short-term investment fund, mutual fund, securities lending trust or other collective investment fund with respect to which the types Bank and/or a Bank Affiliate provide investment management or advisory, trust, custody, transfer agency, shareholder servicing and/or other services for which they are compensated; provided that the Trust authorizes the making of permissible investments. Until contrary instructions are furnished to GSAL by Lender, GSAL is authorized and directed to cause all cash collateral to be invested such Investments in the following investments (“Permissible Investments”) (i) Capital Class Shares of JPMorgan Prime Money Market Fund;; or (ii) such investments as permitted by Schedule 5 heretowriting. Each Lender hereby authorizes GSAL Fund further acknowledges that interests in such mutual funds, securities lending trusts and other collective investment funds, to purchase which the Bank or redeem a Bank Affiliate may provide services are not guaranteed or insured by the Bank or a Bank Affiliate or by the Federal Deposit Insurance Corporation or any amounts that are held, in the applicable Lender’s collateral account to satisfy the Lender’s obligations arising to a borrower or GSAL under this Agreementgovernment agency. (b) 11.07 Each Lender acknowledges and agrees that any income or gains and losses from investing and reinvesting any cash Collateral in Permissible Investments pursuant to an SLA shall be at Lender's risk and for Lender's account, and Lender agrees that to the extent any such losses reduce the amount of cash below the amount required to be returned to the borrower upon the termination of any loan made on Lender's behalf (after giving effect to any Cash Collateral Fee (as defined in the applicable SLA) due the borrower), Lender will, on demand of GSAL, immediately pay to GSAL (for transmission to such borrower) an equivalent amount in cash in U.S. Dollars. GSAL Fund is hereby authorized advised and instructed, and GSAL agrees, to effect any required liquidation of Permissible Investments to satisfy Lender's obligation to return cash Collateral pursuant to a xxxx to market or upon termination of any loan of securities. All proceeds and earnings derived from such investment shall be deposited in the collateral account unless otherwise directed by Lender. Lender acknowledges that the selection provisions of Permissible Investments is Lenderthe Securities Investor Protection Act of 1970 may not protect the Fund with respect to a loan of securities under this Agency Agreement and that, therefore, the Collateral delivered to the Fund may constitute the only source of satisfaction of the Counterparty’s sole responsibility without advice from, or reliance upon, input from GSALobligations in the event the Counterparty fails to return the Transferred Securities.

Investment of Cash Collateral. (a) Each Lender shall have the right, pursuant to the SLA, to invest cash Collateral received in respect of any loan, subject to an obligation, upon the termination of the loan, to return to the borrower the amount of cash initially pledged (as adjusted for any subsequent marks-to-market). Each Lender shall direct GSAL and/or Custodian, from time to time, as to the manner and means by which such cash Collateral is to be invested and the types of permissible investments. Until contrary instructions are furnished to GSAL by Lender, GSAL the Collateral Agent is authorized and directed to cause all cash collateral to be invested in the following investments (“Permissible Investments”) ) (i) Capital Class Shares of JPMorgan Prime Money Market Fund;; (ii) with respect to Lenders for which the Custodian serves as Collateral Agent pursuant to the Collateral Agency Agreement, such other cash Collateral investments as are authorized by the Collateral Agency Agreement; or (iiiii) such investments as permitted by Schedule 5 hereto. Each Lender hereby authorizes GSAL: (a) for Lenders that have appointed GSAL as Collateral Agent, to purchase or redeem any amounts, or (b) for Lenders that have appointed the Custodian as the Collateral Agent pursuant to the Collateral Agency Agreement to instruct Custodian to purchase or redeem any amounts that are held, in the applicable Lender’s collateral account to satisfy the Lender’s obligations arising to a borrower or GSAL under this Agreement. (b) Each Lender acknowledges and agrees that any income or gains and losses from investing and reinvesting any cash Collateral in Permissible Investments pursuant to an SLA shall be at Lender's ’s risk and for Lender's ’s account, and Lender agrees that to the extent any such losses reduce the amount of cash below the amount required to be returned to the borrower upon the termination of any loan made on Lender's ’s behalf (after giving effect to any Cash Collateral Fee (as defined in the applicable SLA) due the borrower), Lender will, on demand of GSAL, immediately pay to GSAL (for transmission to such borrower) an equivalent amount in cash in U.S. Dollars. GSAL is hereby authorized and instructed, and GSAL agrees, to effect any required liquidation of Permissible Investments to satisfy Lender's ’s obligation to return cash Collateral pursuant to a xxxx mxxx to market or upon termination of any loan of securities. All proceeds and earnings derived from such investment shall be deposited in the collateral account with the applicable Collateral Agent unless otherwise directed by Lender. Lender acknowledges that the selection of Permissible Investments is Lender’s sole responsibility without advice from, or reliance upon, input from GSAL.

Investment of Cash Collateral. (ai) Each Lender shall have the rightUntil Bank receives Proper Instruction from Lender, pursuant to the SLA, to invest cash directing Cash Collateral received in respect of any loan, subject to an obligation, upon the termination of the loan, to return to the borrower the amount of cash initially pledged (as adjusted for any subsequent marks-to-market). Each Lender shall direct GSAL and/or Custodian, from time to time, as to the manner and means by which such cash Collateral is to be invested and the types of permissible investments. Until contrary instructions are furnished to GSAL by Lenderotherwise, GSAL is authorized and directed to cause all cash collateral to Cash Collateral shall be invested in the following investments investment vehicle designated on Appendix 1 (and with any such directed investment being a “Permissible InvestmentsCash Collateral Investment Directed By Lender”). Appendix 1 may be amended at any time by Lender or Adviser to delete types of permissible investments upon five Business Days’ prior notice to Bank. Appendix 1 may also be amended by written agreement between Lender or Adviser (acting in its capacity as an Authorized Person) and Bank. (i) Capital Class Shares of JPMorgan Prime Money Market Fund;; or (ii) such investments as permitted by Schedule 5 heretoAuthorized Investments are made for the account of, and at the sole risk of, Lender. Each Bank shall have no fiduciary or other responsibility with respect to Lender’s decision to invest in any Cash Collateral Investment Directed By Lender. In that connection, Lender hereby authorizes GSAL shall pay to purchase or redeem Bank on demand in cash an amount equal to any amounts that are held, deficiency in the applicable Lender’s collateral account to satisfy the Lender’s obligations arising amount of Collateral available for return to a borrower or GSAL under this Agreement. (b) Each Lender acknowledges and agrees that any income or gains and losses from investing and reinvesting any cash Collateral in Permissible Investments Borrower pursuant to an SLA shall be at Lender's risk and for Lender's accountthe applicable MSLA. In addition, and Lender agrees that to the extent any such losses reduce the amount of cash below the amount required that Bank is unable to be returned to the borrower upon the termination of any loan made on Lender's behalf (after giving effect to access and/or liquidate any Cash Collateral Fee (as defined Investment Directed by Lender and provided that the Bank has timely issued a redemption order to the Cash Collateral Investment Directed By Lender, the Replacement Period under Section 7(c) shall not begin to toll until Bank is able to access and/or liquidate the Cash Collateral Investment Directed By Lender. Bank is authorized to select brokers and dealers for the execution of trades in connection with the investment of Cash Collateral, which broker or dealer may be an Affiliate of the Bank or Lender only if permitted and in accordance with the conditions in the applicable SLA) due ‘40 Act and the borrower), Lender will, on demand of GSAL, immediately pay to GSAL (for transmission to such borrower) an equivalent amount rules thereunder. Bank shall not invest Cash Collateral in cash in U.S. Dollars. GSAL is hereby authorized and instructed, and GSAL agrees, to effect any required liquidation of Permissible Investments to satisfy Lender's obligation to return cash Collateral pursuant to a xxxx to market securities issued or upon termination of any loan of securities. All proceeds and earnings derived from such investment shall be deposited in the collateral account unless otherwise directed by Lender. Lender acknowledges that the selection of Permissible Investments is Lender’s sole responsibility without advice fromunderwritten by, or reliance upon, input enter into repurchase agreements with or purchase or sell Cash Collateral investments to or from GSALAffiliates of Bank or Lender unless such securities are expressly permitted herein or by Appendix 1.

Investment of Cash Collateral. (a) Each Lender 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 have be invested by State Street in accordance with the right, directions of the Funds as set forth on Schedule A under the heading “Cash Collateral Investment.” State Street does not assume any market or investment risk of loss associated with any investment of cash Collateral. If the amounts so invested are insufficient to return any and all amounts due to a Borrower pursuant to the SLAapplicable Securities Loan Agreement, the Fund shall be responsible for such shortfall. Each Fund hereby authorizes State Street, as lending agent, to invest open an Investment Account for the investment of cash Collateral received on behalf of each Fund. Each Fund authorizes the Authorized State Street Persons to: (i) execute transactions in each Investment Account; (ii) deposit, into each Investment Account, cash Collateral generated from the making of Loans hereunder; (iii) withdraw, from each Investment Account, cash to satisfy the Obligations of the applicable Fund and (iv) effect any and all other transactions contemplated herein. State Street shall withdraw from and make deposits into each Investment Account in connection with transactions contemplated herein. To the extent State Street attempts to make a withdrawal in respect of securities lending activity and the funds in the applicable Investment Account are insufficient to satisfy such withdrawal request, or the withdrawal request is not satisfied for any loanreason, subject State Street shall be authorized to immediately (without further notice to the applicable Fund) exercise all rights available to it hereunder, including as outlined in Paragraphs (f) and (g) of this Section 9. For the avoidance of doubt, State Street’s authorization to exercise the rights outlined in Paragraphs (f) and (g) is not limited to the circumstances described in the foregoing sentence. Each Fund hereby covenants and agrees that (i) it will not change the persons designated as Authorized State Street Persons without the prior written consent of State Street; (ii) it will not change the account designated as its Investment Account or direct that cash Collateral be deposited, held, managed or invested in any other account or be invested in any other investment fund other than in accordance with Schedule A hereto; (iii) it shall notify the individuals necessary to effect the transactions contemplated herein that the Authorized State Street Persons shall be permitted to both deposit into and make withdrawals from its Investment Account on an obligation, upon ongoing basis without further instruction from the termination Fund; and (iv) it shall notify State Street at the close of each business day of the loanyield and such other information regarding the reinvestment fund identified on Schedule A (the “Reinvestment Fund”) as State Street shall require for purposes of its reporting and other obligations, including pursuant to return this Agreement (it being understood that this will be through a standing instruction given by the Fund to State Street under the borrower the amount of cash initially pledged (as adjusted for any subsequent marks-to-marketFund’s custodial arrangement). Each Lender shall direct GSAL and/or Custodian, from time to time, as to the manner Fund hereby further covenants and means by which such cash Collateral is to be invested and the types of permissible investments. Until contrary instructions are furnished to GSAL by Lender, GSAL is authorized and directed to cause all cash collateral to be invested in the following investments (“Permissible Investments”) agrees that (i) Capital Class Shares State Street shall remain the sole custodian for the Fund for the duration of JPMorgan Prime Money Market Fund;this Agreement and, for the avoidance of doubt, all cash Collateral and assets purchased with cash Collateral or otherwise shall remain custodied at State Street, except to the extent Collateral is held by a third party bank in accordance with this Agreement; or (ii) such investments as permitted by Schedule 5 hereto. Each Lender hereby authorizes GSAL to purchase no liens, claims, security interests or redeem encumbrances of any amounts that are held, in the applicable Lender’s collateral account to satisfy the Lender’s obligations arising to a borrower or GSAL under this Agreement. (b) Each Lender acknowledges and agrees that any income or gains and losses from investing and reinvesting any cash Collateral in Permissible Investments pursuant to an SLA shall be at Lender's risk and for Lender's accountkind exist, and Lender agrees that to the extent any such losses reduce the amount no charging rights or rights of cash below the amount required to be returned to the borrower upon the termination of any loan made on Lender's behalf (after giving effect setoff have been granted with respect to any Cash Collateral Fee Property (as defined in below) of the applicable SLAFund, except as described herein; (iii) due the borrower)Fund shall not grant to any party a lien, Lender willclaim, on demand security interest or encumbrance of GSAL, immediately pay to GSAL (for transmission to such borrower) an equivalent amount in cash in U.S. Dollars. GSAL is hereby authorized and instructedany kind on, and GSAL agreesshall not grant charging rights or rights of setoff with respect to the Property, except as described herein and (iv) it authorizes State Street to effect any required liquidation of Permissible Investments to satisfy Lender's obligation to return cash Collateral pursuant to a xxxx to market or upon termination of any loan of securities. All proceeds and earnings derived from such investment shall be deposited in monitor the collateral account unless otherwise directed by Lender. Lender acknowledges that the selection of Permissible Investments is LenderFund’s sole responsibility without advice fromProperty, or reliance upon, input from GSALincluding its Investment Account.

Investment of Cash Collateral. (a) Each Lender shall have the right, pursuant to the SLA, X.X. Xxxxxx is hereby authorized to invest cash and (subject to Section 2.6(c)) reinvest Cash Collateral in accordance with the investment guidelines annexed to this Agreement as Schedule 1 (the “Investment Guidelines”). Authorized Investments are not guaranteed by X.X. Xxxxxx, and involve risk, including possible loss of principal. Lender assumes all risk of loss resulting from an Authorized Investment (other than Indemnified Repo as described in the Indemnified Repo Addendum attached to this Agreement). X.X. Xxxxxx is authorized to buy or sell Cash Collateral investments through bulk trades in which its other customers participate. Cash Collateral and additions to Cash Collateral received in respect of any loan, subject to an obligation, upon after the termination of the loan, to return to the borrower the amount of cash initially pledged (as adjusted for any subsequent marks-to-market). Each Lender market closes shall direct GSAL and/or Custodian, from time to time, as to the manner and means by which such cash Collateral is to not be invested and until the types of permissible investments. Until contrary instructions are furnished to GSAL by Lender, GSAL is authorized and directed to cause all cash collateral to be invested in the following investments (“Permissible Investments”) (i) Capital Class Shares of JPMorgan Prime Money Market Fund;; or (ii) such investments as permitted by Schedule 5 hereto. Each Lender hereby authorizes GSAL to purchase or redeem any amounts that are held, in the applicable Lender’s collateral account to satisfy the Lender’s obligations arising to a borrower or GSAL under this Agreementnext Business Day. (b) Each X.X. Xxxxxx may from time to time advance to Lender acknowledges its share of accrued earnings from Cash Collateral. By the same token, except as may be expressly set forth in the Investment Guidelines, earnings received from Cash Collateral shall not be invested on behalf of Lender pending distribution under this Agreement (e.g., as Rebates to Borrowers and agrees that any as lending income or gains and losses under Section 5.1 of this Agreement) and, therefore, no income on earnings received from investing and reinvesting any cash Cash Collateral in Permissible Investments pursuant to an SLA shall be at paid thereon to Lender's risk and for Lender's account, and Lender agrees that . X.X. Xxxxxx anticipates earning interest on such earnings pending such distribution in an amount approximately equal to the fed funds rate in effect from time to time. (c) To the extent any such losses reduce the amount of cash below the amount required necessary to be returned satisfy Lender’s obligation to the borrower upon the termination of any loan made on Lender's behalf (after giving effect return Cash Collateral to Borrower, X.X. Xxxxxx may, in its discretion, liquidate any Cash Collateral Fee investment and credit the net proceeds to the Lending Account. (d) If: (i) a loss is realized on a Cash Collateral investment (other than Indemnified Repo as described in the Indemnified Repo Addendum attached to this Agreement) or (ii) X.X. Xxxxxx determines that a Cash Collateral investment either is unlikely to be redeemed in accordance with its terms (as defined in effect at the time such Cash Collateral investment was acquired) or will need to be sold at a loss in order to raise cash to return to a Borrower upon the present or future maturity of a Loan (other than Indemnified Repo as described in the applicable SLAIndemnified Repo Addendum attached to this Agreement) due or (iii) X.X. Xxxxxx otherwise reasonably requires the borrower)replenishment of Cash Collateral, X.X. Xxxxxx may require that Lender will, on demand of GSAL, immediately pay transfer to GSAL (for transmission to such borrower) an equivalent amount in it cash in U.S. Dollars. GSAL is hereby authorized an amount at least equal to the difference between the amortized cost and instructed, and GSAL agrees, to effect any required liquidation the fair market value of Permissible Investments to satisfy Lender's obligation to return cash the applicable Cash Collateral pursuant to a xxxx to market or upon termination of any loan of securities. All proceeds and earnings derived from such investment shall be deposited (as determined by X.X. Xxxxxx in the collateral account unless otherwise directed by Lenderits reasonable discretion). Lender acknowledges that the selection of Permissible Investments is Lender’s sole responsibility without advice from, or reliance upon, input from GSALshall promptly comply with any such request.

Investment of Cash Collateral. (a) Each Lender shall have Except as provided in paragraph (b) below, the right, pursuant Client hereby instructs State Street to the SLA, to invest (i) deposit all cash Collateral received in respect under the Securities Lending Authorization Agreement from the Loan of any loanAvailable Securities managed by X.X. Xxxxxx Investment Management, subject to an obligation, upon the termination of the loan, to return to the borrower the amount of cash initially pledged (as adjusted for any subsequent marks-to-market). Each Lender shall direct GSAL and/or Custodian, from time to time, as to the manner and means by which such cash Collateral is to be invested and the types of permissible investments. Until contrary instructions are furnished to GSAL by Lender, GSAL is authorized and directed to cause all cash collateral to be invested Inc. in the following investments (“Permissible Investments”) (i) Capital Class Shares of JPMorgan Prime Money Market Fund;; or Client’s custody demand deposit account, number 413914, held at State Street, and (ii) such investments as permitted deposit all cash Collateral received under the Securities Lending Authorization Agreement from the Loan of Available Securities managed by Schedule 5 hereto. Each Lender hereby authorizes GSAL to purchase or redeem any amounts that are heldAnalytic Investors, LLC in the applicable LenderClient’s collateral account custody demand deposit account, number 422493, held at State Street (the demand deposit accounts together, the “Accounts”). The Client authorizes State Street, as lending agent, to satisfy instruct the LenderClient’s custodian to transfer cash to and from such Accounts with respect to obligations arising to a borrower or GSAL of the Client under this the terms of the Securities Lending Authorization Agreement. (b) Each Lender Notwithstanding anything contrary contained in the Securities Lending Authorization Agreement, to the extent cash Collateral obtained from a Financing Transaction is deemed necessary by the Client or by State Street, acting in its capacity as agent pursuant to the terms of the SLSA, to provide cash to State Street Bank and Trust Company, acting in its capacity as principal lender pursuant to the terms of the SLSA, as collateral in securities borrowing transactions under the SLSA, the Client hereby authorizes and instructs State Street to transfer and deliver such cash Collateral (including via liquidation of cash Collateral investments) to State Street Bank and Trust Company, as principal lender, as cash collateral in such securities borrowing transactions pursuant to the terms of the SLSA. Client acknowledges and agrees that the delivery of such cash Collateral shall not be deemed a violation by State Street of any income provisions of this Agreement. To the extent that cash Collateral obtained from a Financing Transaction is not so transferred or gains and losses from investing and reinvesting any used as cash collateral pursuant to the SLSA, the Client hereby directs State Street to invest such cash Collateral in Permissible Investments accordance with paragraph (a) above, and in the event that such cash Collateral is no longer needed for Financing Transactions, to invest such cash in accordance with paragraph (a) above. The Client understands and agrees that cash Collateral obtained from a Financing Transaction that is not invested as set forth in (a) above and/or is used as cash collateral in securities borrowing transactions pursuant to an SLA the terms of the SLSA, will not generate investment income. Notwithstanding anything contained in the Securities Lending Authorization Agreement, any use or application of cash Collateral from a Financing Transaction shall be at Lender's the sole risk of the Client. State Street does not assume and shall not be liable for Lender's accountany risk of loss, and Lender agrees that or liability for damages, claims or expenses, associated with such use of such cash Collateral, including the use of the cash Collateral to collateralize transactions pursuant to the extent any terms of the SLSA and the investment of such losses reduce the amount of cash below the amount required to be returned to the borrower upon the termination of any loan made on Lender's behalf (after giving effect to any Cash Collateral Fee (as defined in the applicable SLA) due the borrower), Lender will, on demand of GSAL, immediately pay to GSAL (for transmission to such borrower) an equivalent amount in cash in U.S. Dollars. GSAL is hereby authorized and instructed, and GSAL agrees, to effect any required liquidation of Permissible Investments to satisfy Lender's obligation to return cash Collateral pursuant as set forth in paragraph (a) above. Subject to a State Street’s obligations to xxxx to market under Section 8 of the Securities Lending Authorization Agreement, if the value of the cash Collateral for a Financing Transaction is unavailable or upon termination of insufficient to return any loan of securities. All proceeds and earnings derived from such investment all amounts due the relevant Borrower(s) pursuant to the Securities Loan Agreement(s), the Client shall be deposited responsible for such shortfall and State Street may debit any account or accounts maintained by the Client with State Street. PACIFIC SELECT FUND, on behalf of the LONG/SHORT LARGE-CAP PORTFOLIO By: /s/ Xxxx Xxx Xxxxx Name: Xxxx Xxx Xxxxx Title: Senior Vice President STATE STREET BANK AND TRUST COMPANY By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Executive Vice President I, , hereby certify that I am the [Title of Authorized Officer] of , duly organized and validly existing under the laws of (the “Client”), and further certify in such capacity that each of the following individuals, acting singly, has been authorized to act in the collateral account unless otherwise directed by Lender. Lender acknowledges name and on behalf of the Client and to sign, acknowledge, deliver and accept delivery of agreements and other documents in connection with securities lending transactions and that the selection true signature of Permissible Investments each such individual is Lender’s sole responsibility without advice fromshown below opposite his or her name, or reliance upon, input from GSAL.and State Street Bank and Trust Company may rely upon this certificate until such time as it receives another certificate bearing a later date. Name Title Specimen Signature

Investment of Cash Collateral. (ai) Each Chase is hereby authorized to invest and reinvest Cash Collateral in accordance with the investment guidelines annexed hereto as Appendix 3. (ii) Authorized Investments are made for the account of, and at the sole risk of, Lender. In that connection, Lender shall have pay to Chase on demand in cash an amount equal to any deficiency in the right, amount of Collateral available for return to a Borrower pursuant to an applicable MSLA. Chase is authorized to select brokers and dealers for the SLAexecution of trades in connection with the investment of Cash Collateral, to invest cash Collateral received in respect of any loanwhich broker or dealer may, subject to applicable law, be an obligationaffiliate of Chase; provided, upon that Chase will use its best efforts to obtain the termination most favorable net results and execution of the loanAccount's orders, to return to taking into account all appropriate factors, including price, dealer spread or commission, if any, size of transaction and difficulty of the borrower the amount of cash initially pledged transaction (as adjusted for any subsequent marks-to-market). Each Lender shall direct GSAL and/or Custodian, from time to time, as to the manner f) Distributions and means by which such cash Collateral is to be invested and the types of permissible investments. Until contrary instructions are furnished to GSAL by Lender, GSAL is authorized and directed to cause all cash collateral to be invested in the following investments (“Permissible Investments”)Voting Rights. (i) Capital Class Shares Chase shall credit Lender's account on payable date with the amount of JPMorgan Prime Money Market Fund;; all cash Distributions with respect to Securities on Loan over their record date that Lender would have received under the Agreement had such Securities not been on Loan over record date. To the extent that cash Distributions are not delivered to Chase by Borrower and Chase has so credited Lender's account with such Distributions, Chase shall be subrogated to Lender's rights against Borrower as provided in Section 7(d). In connection with the foregoing, Lender shall promptly return any amount so credited upon oral or written notification from Chase that: (a) such amount has not been paid by the issuer of the Securities or the paying agent therefor (as applicable) in the ordinary course of business or (iib) such investments as permitted amount was incorrectly credited. If Lender does not promptly return any amount upon such notification, Chase shall be entitled, upon oral or written notification to Lender, to reverse such credit by Schedule 5 hereto. Each Lender hereby authorizes GSAL to purchase or redeem any amounts that are held, debiting Lender's account for the amount previously credited. (a) Any non-cash Distribution which is in the nature of a stock split or a stock dividend shall be added to the existing Loan to which such dividend relates as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof and the applicable Lender’s collateral account to satisfy the Lender’s obligations arising to a borrower or GSAL under this AgreementMSLA. (b) Each Any non-cash Distribution which is in the nature of warrants or rights to purchase shares made with respect to any Securities on Loan shall be deemed to be a new Loan made by Lender acknowledges to Borrower (and agrees shall be considered to constitute Securities on Loan) as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof; provided that any income Lender may, by giving Chase ten (10) Business Days' notice prior to the date of such non-cash Distribution (or gains and losses such different amount of time as Chase may from investing and reinvesting any time to time require on advice to Lender), direct Chase to request that the Borrower deliver such non-cash Collateral in Permissible Investments Distribution to Chase pursuant to an SLA the applicable MSLA, in which case Chase shall be at Lender's risk and for credit such non-cash Distribution to Lender's account. (c) If upon Chase's request on behalf of Lender, Borrower fails to deliver the non-cash Distribution on its payable date, the indemnity provisions and Lender agrees that to corresponding subrogation rights set forth in Section 7 shall apply. (iii) During the extent term of any such losses reduce Loan, Chase shall permit the amount of cash below the amount required Securities on Loan to be returned transferred into the name of and be voted by the Borrower or others. Lender shall not be entitled to the borrower upon the termination participate in any dividend reinvestment program with respect to Securities that are eligible for Loan (whether or not actually on Loan) or to vote proxies with respect to Securities that are on Loan as of any loan made on Lender's behalf (after giving effect to any Cash Collateral Fee (as defined in the applicable SLA) due the borrower), Lender will, on demand of GSAL, immediately pay to GSAL (record date for transmission to such borrower) an equivalent amount in cash in U.S. Dollars. GSAL is hereby authorized and instructed, and GSAL agrees, to effect any required liquidation of Permissible Investments to satisfy Lender's obligation to return cash Collateral pursuant to a xxxx to market or upon termination of any loan of securities. All proceeds and earnings derived from such investment shall be deposited in the collateral account unless otherwise directed by Lender. Lender acknowledges that the selection of Permissible Investments is Lender’s sole responsibility without advice from, or reliance upon, input from GSALSecurities.

Investment of Cash Collateral. (a) Each Lender shall have the right, pursuant to the SLA, J.X. Xxxxxx is hereby authorized to invest cash Collateral received in respect of any loan, and (subject to an obligation, upon Section 2.6(c)) reinvest Cash Collateral in accordance with the termination of investment guidelines set forth in Schedule 1 to this Agreement (the loan, to return to the borrower the amount of cash initially pledged (as adjusted for any subsequent marks-to-market“Investment Guidelines”). Each Lender shall direct GSAL and/or Custodian, The Investment Guidelines may be amended from time to timetime by written agreement of the parties. Authorized Investments are not guaranteed by J.X. Xxxxxx and involve risk, including possible loss of principal. Lender assumes all risk of loss resulting from an Authorized Investment other than Indemnified Repo as described in the Indemnified Repo Addendum attached to this Agreement. J.X. Xxxxxx is authorized to buy or sell Cash Collateral investments through bulk trades in which its other customers participate. Cash Collateral and additions to Cash Collateral received after the manner and means by which such cash Collateral is to market closes shall not be invested and until the types of permissible investments. Until contrary instructions are furnished to GSAL by Lender, GSAL is authorized and directed to cause all cash collateral to be invested in the following investments (“Permissible Investments”) (i) Capital Class Shares of JPMorgan Prime Money Market Fund;; or (ii) such investments as permitted by Schedule 5 hereto. Each Lender hereby authorizes GSAL to purchase or redeem any amounts that are held, in the applicable Lender’s collateral account to satisfy the Lender’s obligations arising to a borrower or GSAL under this Agreementnext Business Day. (b) Each J.X. Xxxxxx may from time to time advance to Lender acknowledges its share of accrued earnings from Cash Collateral. By the same token, except as may be expressly set forth in the Investment Guidelines, earnings received from Cash Collateral shall not be invested on behalf of Lender pending Non-Custodial Securities Lending Agreement - JPMCB New York - General May 2016 distribution under this Agreement (e.g., as Rebates to Borrowers and agrees that any as lending income or gains and losses from investing and reinvesting any cash Collateral in Permissible Investments pursuant to an SLA under Section 5.1 of this Agreement) and, therefore, no income shall be at paid thereon to Lender's risk and for Lender's account, and Lender agrees that . J.X. Xxxxxx anticipates earning interest on such earnings pending such distribution in an amount approximately equal to the extent any such losses reduce the amount of cash below the amount required fed funds rate in effect from time to be returned to the borrower upon the termination of any loan made on Lender's behalf time. (after giving effect to c) J.X. Xxxxxx may, in its sole discretion, liquidate any Cash Collateral Fee investment and credit the net proceeds to the Lender’s cash account. (d) If: (i) a loss is realized on a Cash Collateral investment (other than Indemnified Repo as described in the Indemnified Repo Addendum attached to this Agreement) or (ii) J.X. Xxxxxx determines that a Cash Collateral investment either is unlikely to be redeemed in accordance with its terms (as defined in effect at the time such Cash Collateral investment was acquired) or will need to be sold at a loss in order to raise cash to return to a Borrower upon the present or future maturity of a Loan (other than Indemnified Repo as described in the Indemnified Repo Addendum attached to this Agreement) or (iii) J.X. Xxxxxx otherwise reasonably requires the replenishment of Cash Collateral, J.X. Xxxxxx may require that Lender transfer to it cash in an amount at least equal to the difference between the amortized cost and the fair market value of the applicable SLA) due the borrowerCash Collateral investment (as determined by J.X. Xxxxxx in its reasonable discretion), Lender will, on demand of GSAL, immediately pay to GSAL (for transmission to shall promptly comply with any such borrower) an equivalent amount in cash in U.S. Dollars. GSAL is hereby authorized and instructed, and GSAL agrees, to effect any required liquidation of Permissible Investments to satisfy Lender's obligation to return cash Collateral pursuant to a xxxx to market or upon termination of any loan of securities. All proceeds and earnings derived from such investment shall be deposited in the collateral account unless otherwise directed by Lender. Lender acknowledges that the selection of Permissible Investments is Lender’s sole responsibility without advice from, or reliance upon, input from GSALrequest.

Investment of Cash Collateral. (a) Each Lender 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 have be invested by State Street in accordance with the right, directions of the Funds as set forth on Schedule A under the heading “Cash Collateral Investment.” State Street does not assume any market or investment risk of loss associated with any investment of cash Collateral. If the amounts so invested are insufficient to return any and all amounts due to a Borrower pursuant to the SLAapplicable Securities Loan Agreement, the Fund shall be responsible for such shortfall. Each Fund hereby authorizes State Street, as lending agent, to invest open an Investment Account for the investment of cash Collateral received on behalf of each Fund. Each Fund authorizes the Authorized State Street Persons to: (i) execute transactions in each Investment Account; (ii) deposit, into each Investment Account, cash Collateral generated from the making of Loans hereunder; (iii) withdraw, from each Investment Account, cash to satisfy the Obligations of the applicable Fund and (iv) effect any and all other transactions contemplated herein. State Street shall withdraw from and make deposits into each Investment Account in connection with transactions contemplated herein. To the extent State Street attempts to make a withdrawal in respect of securities lending activity and the funds in the applicable Investment Account are insufficient to satisfy such withdrawal request, or the withdrawal request is not satisfied for any loanreason, subject State Street shall be authorized to an obligation, upon the termination of the loan, to return immediately (without further notice to the borrower applicable Fund) exercise all rights available to it hereunder, including as outlined in Paragraphs (f) and (g) of this Section 9. For the amount avoidance of cash initially pledged doubt, State Street’s authorization to exercise the rights outlined in Paragraphs (as adjusted for any subsequent marks-to-market)f) and (g) is not limited to the circumstances described in the foregoing sentence. Each Lender shall Fund hereby covenants and agrees that (i) it will not change the persons designated as Authorized State Street Persons without the prior written consent of State Street; (ii) it will not change the account designated as its Investment Account or direct GSAL and/or Custodian, from time to time, as to the manner and means by which such that cash Collateral is to be deposited, held, managed or invested and the types of permissible investments. Until contrary instructions are furnished to GSAL by Lender, GSAL is authorized and directed to cause all cash collateral to in any other account or be invested in any other investment fund other than in accordance with Schedule A hereto; (iii) it shall notify the following investments individuals necessary to effect the transactions contemplated herein that the Authorized State Street Persons shall be permitted to both deposit into and make withdrawals from its Investment Account on an ongoing basis without further instruction from the Fund; and (iv) it shall notify State Street at the close of each business day of the yield and such other information regarding the State Street Institutional U.S. Government Money Market Fund (the “Permissible InvestmentsU.S. Government Fund”) ) as State Street shall require for purposes of its reporting and other obligations, including pursuant to this Agreement. Each Fund hereby further covenants and agrees that (i) Capital Class Shares State Street shall remain the sole custodian for the Fund for the duration of JPMorgan Prime Money Market Fund;this Agreement and, for the avoidance of doubt, all cash Collateral and assets purchased with cash Collateral or otherwise shall remain custodied at State Street, except to the extent Collateral is held by a third party bank in accordance with this Agreement; or (ii) such investments as permitted by Schedule 5 hereto. Each Lender hereby authorizes GSAL to purchase no liens, claims, security interests or redeem encumbrances of any amounts that are held, in the applicable Lender’s collateral account to satisfy the Lender’s obligations arising to a borrower or GSAL under this Agreement. (b) Each Lender acknowledges and agrees that any income or gains and losses from investing and reinvesting any cash Collateral in Permissible Investments pursuant to an SLA shall be at Lender's risk and for Lender's accountkind exist, and Lender agrees that to the extent any such losses reduce the amount no charging rights or rights of cash below the amount required to be returned to the borrower upon the termination of any loan made on Lender's behalf (after giving effect setoff have been granted with respect to any Cash Collateral Fee Property (as defined in the applicable SLA) due the borrower), Lender will, on demand of GSAL, immediately pay to GSAL (for transmission to such borrower) an equivalent amount in cash in U.S. Dollars. GSAL is hereby authorized and instructed, and GSAL agrees, to effect any required liquidation of Permissible Investments to satisfy Lender's obligation to return cash Collateral pursuant to a xxxx to market or upon termination of any loan of securities. All proceeds and earnings derived from such investment shall be deposited in the collateral account unless otherwise directed by Lender. Lender acknowledges that the selection of Permissible Investments is Lender’s sole responsibility without advice from, or reliance upon, input from GSAL.defined

Investment of Cash Collateral. (a) Each Lender Subject to the provisions of ----------------------------- paragraph, collected funds on deposit in the Cash Collateral Account shall be invested by the Securities Intermediary from time to time in Permitted Investments; provided, however, that so long as no Default shall have occurred -------- ------- and be continuing, the rightSecurities Intermediary shall make such investments at the direction of the Pledgor. If the Pledgor directs the Securities Intermediary to invest all or a portion of the funds on deposit in the Cash Collateral Account in obligations permitted under clause (2) of the definition of Permitted Investments, pursuant then the sum of all Permitted Investments made under clause (1) of such definition and the marked to market value (on a daily basis) of the Permitted Investments made under clause (2) must exceed the sum of the Permitted Investments made under clause (1) of such definition and the product of 1.01 and the number obtained by subtracting the sum of Permitted Investments made under clause (1) of such definition from $126,390,000. The Pledgor shall have one Business Day to cure any failure to comply with the terms of the foregoing sentence. All investments shall be made in the name of the Agent or a nominee of the Agent and in a manner, determined by the Agent in its sole discretion, that preserves the Agent's perfected, first priority security interest on behalf of the Lenders and Investor in such investments. (b) The Securities Intermediary shall have no obligation to invest collected funds during the first night after their collection. (c) The Securities Intermediary shall have no responsibility to the SLA, to invest cash Collateral received Pledgor for any loss or liability arising in respect of such investments of the Cash Collateral (including, without limitation, as a result of the liquidation of any loanportion thereof before maturity), except to the extent that such loss or liability arises from the Securities Intermediary's gross negligence or willful misconduct. Any Permitted Investment made under clause (1) of the definition of Permitted Investments shall be a general deposit in the Agent. Any Permitted Investment made under clause (2) of such definition shall be for the risk and account of the Pledgor, subject to an obligation, upon the termination provisions of the loan, to return to the borrower the amount of cash initially pledged (as adjusted for any subsequent marks-to-market). Each Lender shall direct GSAL and/or Custodian, from time to time, as to the manner and means by which such cash Collateral is to be invested and the types of permissible investments. Until contrary instructions are furnished to GSAL by Lender, GSAL is authorized and directed to cause all cash collateral to be invested in the following investments (“Permissible Investments”) (i) Capital Class Shares of JPMorgan Prime Money Market Fund;; or (ii) such investments as permitted by Schedule 5 hereto. Each Lender hereby authorizes GSAL to purchase or redeem any amounts that are held, in the applicable Lender’s collateral account to satisfy the Lender’s obligations arising to a borrower or GSAL under this Agreement. (bd) Each Lender acknowledges The Pledgor will pay or reimburse the Securities Intermediary for any and agrees that all costs, expenses and liabilities of the Securities Intermediary incurred in connection with this Agreement, the maintenance and operation of the Cash Collateral Account and the investment of the Cash Collateral, including, without limitation, any income investment, brokerage or gains placement commissions and losses from investing and reinvesting any cash Collateral fees incurred by the Securities Intermediary in Permissible Investments pursuant to an SLA shall be at Lender's risk and for Lender's accountconnection with the investment or reinvestment of Cash Collateral, and Lender agrees that to any investment charges or other fees of Chase in connection with maintenance of the extent any such losses reduce the amount of cash below the amount required to be returned to the borrower upon the termination of any loan made on Lender's behalf (after giving effect to any Cash Collateral Fee (as defined in the applicable SLA) due the borrower), Lender will, on demand of GSAL, immediately pay to GSAL (for transmission to such borrower) an equivalent amount in cash in U.S. Dollars. GSAL is hereby authorized and instructed, and GSAL agrees, to effect any required liquidation of Permissible Investments to satisfy Lender's obligation to return cash Collateral pursuant to a xxxx to market or upon termination of any loan of securities. All proceeds and earnings derived from such investment shall be deposited in the collateral account unless otherwise directed by Lender. Lender acknowledges that the selection of Permissible Investments is Lender’s sole responsibility without advice from, or reliance upon, input from GSALAccount.

Investment of Cash Collateral. (a) Each Lender 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 have be invested by State Street in accordance with the right, directions of the Funds as set forth on Schedule A under the heading “Cash Collateral Investment.” State Street does not assume any market or investment risk of loss associated with any investment of cash Collateral. If the amounts so invested are insufficient to return any and all amounts due to a Borrower pursuant to the SLAapplicable Securities Loan Agreement, the Fund shall be responsible for such shortfall. Each Fund hereby authorizes State Street, as lending agent, to invest open the DDA Account for the deposit of cash Collateral received on behalf of each Fund. Each Fund authorizes the State Street to (i) execute transactions in the DDA Account; (ii) deposit into the DDA Account cash Collateral generated from the making of Loans hereunder; (iii) withdraw from the DDA Account cash to satisfy the Obligations of each Fund; and (iv) effect any and all other transactions contemplated herein. State Street shall withdraw from and make deposits into the DDA Account in connection with transactions contemplated herein. To the extent State Street attempts to make a withdrawal in respect of securities lending activity and the funds in the DDA Account are insufficient to satisfy such withdrawal request, or the withdrawal request is not satisfied for any loanreason, subject State Street shall be authorized to an obligation, upon the termination of the loan, to return immediately (without further notice to the borrower Trust) exercise all rights available to it hereunder, including as outlined in Paragraphs (f) and (g) of this Section 9. For the amount avoidance of cash initially pledged doubt, State Street’s authorization to exercise the rights outlined in Paragraphs (as adjusted for any subsequent marks-to-market). Each Lender shall direct GSAL and/or Custodian, from time to time, as f) and (g) is not limited to the manner circumstances described in the foregoing sentence. The Trust hereby covenants and means by which such agrees that (i) except in accordance with Schedule A hereto under the heading “Cash Collateral Investment”, it will not change the account designated as the DDA Account or direct that cash Collateral is to be deposited, held, managed or invested and the types of permissible investments. Until contrary instructions are furnished to GSAL by Lender, GSAL is authorized and directed to cause all cash collateral to in any other account or be invested in the following investments (“Permissible Investments”) (i) Capital Class Shares of JPMorgan Prime Money Market Fund;any other investment fund; or (ii) it shall notify the individuals necessary to effect the transactions contemplated herein that the State Street shall be permitted to both deposit into and make withdrawals from the DDA Account, as applicable, on an ongoing basis without further instruction from the Client; and (iii) it shall notify State Street at the close of each business day of the yield and such investments other information regarding the State Street Institutional U.S. Government Money Market Fund (the “U.S. Government Fund”) as permitted by Schedule 5 hereto. Each Lender hereby authorizes GSAL State Street shall require for purposes of its reporting and other obligations, including pursuant to purchase or redeem any amounts that are held, in the applicable Lender’s collateral account to satisfy the Lender’s obligations arising to a borrower or GSAL under this Agreement. (b) Each Lender acknowledges and agrees that any income or gains and losses from investing and reinvesting any cash Collateral in Permissible Investments pursuant to an SLA shall be at Lender's risk and for Lender's account, and Lender agrees that to the extent any such losses reduce the amount of cash below the amount required to be returned to the borrower upon the termination of any loan made on Lender's behalf (after giving effect to any Cash Collateral Fee (as defined in the applicable SLA) due the borrower), Lender will, on demand of GSAL, immediately pay to GSAL (for transmission to such borrower) an equivalent amount in cash in U.S. Dollars. GSAL is hereby authorized and instructed, and GSAL agrees, to effect any required liquidation of Permissible Investments to satisfy Lender's obligation to return cash Collateral pursuant to a xxxx to market or upon termination of any loan of securities. All proceeds and earnings derived from such investment shall be deposited in the collateral account unless otherwise directed by Lender. Lender acknowledges that the selection of Permissible Investments is Lender’s sole responsibility without advice from, or reliance upon, input from GSAL.