Common use of Loans of Available Securities Clause in Contracts

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the Client. The Client acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Available Securities will in fact be loaned to Borrowers. Client agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client also acknowledges that, under the applicable Securities Loan Agreements, Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement. Upon receiving a notice from the Client or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities is terminated and that such securities are to be returned within the time specified by the applicable Securities Loan Agreement.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans of Available Securities shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods methods, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, and in no event later than the earlier to occur of (a) the end of the customary settlement period for such securities; or (b) except as otherwise agreed, the close of the fifth business day (meaning a day that the relevant market is open for trading and clearing) for the relevant market (or markets), following the day on which Borrower receives notice of said termination. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the earlier of (a) the end of the customary settlement period for such securities; or (b) except as otherwise agreed the close of the fifth business day (meaning a day that the relevant market is open for trading and clearing) for the relevant market (or markets), following the day on which Borrower receives notice of said termination.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clientsclients (including State Street and its affiliates, to the extent they are lenders of securities), using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the ClientFund's Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan AgreementAgreement and in no event later than within three (3) trading days after notice is received by the Borrower. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than within three (3) trading days after notice is received by the Borrower.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan, State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for allocated to other clients, or loan opportunities refused hereundernot made available to the Fund, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for allocated to another client, or loan opportunity not made available to the opportunity refusedFund, could have resulted in loans Loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, but not later than the customary settlement period. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement, but not later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default (within the meaning of the applicable Securities Lending Agreement) by a Borrower on any Loan State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for allocated to other clients, or loan opportunities refused hereundernot made available to the Fund, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for allocated to another client, or loan opportunity not made available to the opportunity refusedFund, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have authority Subject to make Loans Section 3 of Available Securities to Borrowersthis Agreement, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Lending Agreement), State Street is authorized to act in any manner it reasonably deems appropriate, subject, however, to the standard of care required under Section 12 of this Agreement. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement and any Securities Loan Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that that, provided State Street allocates lending opportunities as provided in the previous sentence, it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period. Upon receiving a notice from the Client Fund or the an Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify reasonably promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period (the “Recall Period”).

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Lending Agreement) State Street shall be fully protected in acting in any manner it deems reasonable and appropriate subject at all times to the standard of care set forth in Section 12(a). Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter notify the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the ClientFund's Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan, State Street shall be fully protected in acting in any commercially reasonable manner it deems reasonable and appropriate. Notwithstanding anything to the contrary contained elsewhere in this Agreement, each Fund also retains the authority and discretion to direct State Street to initiate action to terminate any Loan made under this Agreement at any time (i.e., recall Loaned Securities), by providing written notice to State Street. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for allocated to other clients, or loan opportunities refused hereundernot made available to the Fund, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for allocated to another client, or loan opportunity not made available to the opportunity refusedFund, could have resulted in loans Loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, and in no event shall such requirement permit returns later than the earlier of the end of the customary settlement period or five (5) business days. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), or that the Fund instructs State Street to terminate a Loan for any reason, State Street shall use its reasonable efforts to thereafter promptly notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement, and in no event later than the earlier of the end of the customary settlement period or five (5) business days.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. The Client Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client The Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for allocated to other clients, or loan opportunities refused hereundernot made available to the Fund, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for allocated to another client, or loan opportunity not made available to the opportunity refusedFund, could have resulted in loans Loans made under this Agreement. The Client Fund also acknowledges that, under the applicable Securities Loan Agreements, Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, but not later than the customary settlement period. Upon receiving a notice from the Client or the Investment Manager Fund that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement, but not later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the Client. The Client acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Available Securities will in fact be loaned to Borrowers. The Client agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement. Upon receiving a notice from the Client or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities is terminated and that such securities are to be returned within the time specified by the applicable Securities Loan Agreement.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the Client. Client may terminate any Loan at any time upon giving notice to State Street. State Street shall return the Loaned Securities subject to such terminated Loan(s) by the Return Date. The Client acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Available Securities will in fact be loaned to Borrowers. Client agrees that that, so long as State Street allocates securities lending opportunities among its clients using reasonable and equitable methods, it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client also acknowledges that, under the applicable Securities Loan Lending Agreements, Borrowers will not be required to return Loaned Securities immediately to State Street upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities to State Street within such period of time following such notice as is specified in the applicable Securities Loan Lending Agreement; however, the foregoing acknowledgment by the Client shall not in any way affect State Street's obligations to the Client pursuant to Section 19 hereof. Upon receiving a notice from the Client or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities is terminated and that such securities are to be returned within the time specified by the applicable Securities Loan Lending Agreement; however, failure by the Borrower to return the securities to State Street by the Return Date shall in no way affect State Street's obligations to the Client pursuant to Section 19 hereof.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, and for negotiating and establishing the terms and conditions of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the Client. In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Loan Agreement), State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Client has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. The Client acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's ’s Available Securities will in fact be loaned to Borrowers. The Client agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans to Loans made for other clients, or loan Loan opportunities refused hereunder, whether or not State Street has made fewer or more loans Loans for any other client, and whether or not any loan Loan for another client, or the opportunity refused, could have resulted in loans Loans made under this Agreement. The Client also acknowledges that, under the applicable Securities Loan Agreements, Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, but not later than the customary settlement period. Upon receiving a notice from the Client or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement, but not later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have authority Subject to make Loans limitations imposed by the Fund in Section 3 of Available Securities to Borrowersthis Agreement, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event State Street determines to exercise default rights against a Borrower under a Securities Loan Agreement (other than in connection with the close out of individual Loans) State Street shall notify the Trust in the same manner it notifies other clients in the securities lending program. In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan, State Street shall be fully protected in acting in any manner it deems reasonable and appropriate in accordance with Section 12(a). Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time reasonably designed to allocate such opportunities to clients in the securities lending program over time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for allocated to other clients, or loan opportunities refused hereundernot made available to the Fund, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for allocated to another client, or loan opportunity not made available to the opportunity refusedFund, could have resulted in loans Loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, but not later than the customary settlement period. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to promptly notify promptly thereafter the Borrower (consistent with State Street and market practice) which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement, but not later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers identified on the Schedule of Borrowers, and to deliver such securities to such Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the Clienta Fund. The Client acknowledges Funds acknowledge that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the ClientFund's Available Securities will in fact be loaned to Borrowers. Client agrees The Funds agree that it each shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Funds also acknowledges acknowledge that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within the customary settlement period for such period of time following such notice as is specified in the applicable Securities Loan Agreementsecurities. Upon receiving a notice from the Client a Fund or the its Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities is terminated and that such securities are to be returned within the time specified by the applicable Securities Loan Agreementcustomary settlement period.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, and for negotiating and establishing the terms and conditions of each such Loan, provided that such terms and conditions are consistent with the terms and conditions of this Agreement. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan, State Street may act in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. For the avoidance of doubt, if State Street receives notification through proper methods as outlined in the State Street Investment Manager Guide, as the same may be updated or amended from time to time after the date hereof, from the Fund or its Investment Manager that a Loaned Security has been sold, such notification shall constitute a direction to State Street to initiate action to terminate the full Loan of such Loaned Security or a portion of such Loan depending on the amount of securities sold. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for allocated to other clients, or loan opportunities refused hereundernot made available to the Fund, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for allocated to another client, or loan opportunity not made available to the opportunity refusedFund, could have resulted in loans Loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, but not later than the earlier of the customary settlement period or five (5) business days. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to promptly notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement, but not later than the end of the customary settlement period. In the event an active Borrower in the securities lending program fails to return some or all of the Loaned Securities under a Loan within the customary settlement period for such Loaned Securities, Fund has sold such unreturned Loaned Securities and such sale is bought-in by a third party broker-dealer in compliance with Rule 204 of Regulation SHO relating to the sale of long securities, State Street shall, in accordance with its standard operating procedures with respect to such bought-in securities, pass along to the Borrower the costs payable by the Borrower under the Securities Loan Agreement so long as all notifications were timely made by the Fund in accordance with the State Street Investment Managers Guide. For the avoidance of doubt, State Street shall not be liable to the Fund for any buy-in costs resulting from a Borrower’s failure to return Loaned Securities.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans of a Fund's Available Securities shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Lending Agreement), State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. All Loans will be terminable on demand (which, for clarity, may mean a period not longer than the customary settlement period for the Available Securities in question) and, upon notice to State Street, a Fund has the right to direct State Street to initiate action to terminate any Loan of its Available Securities made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Clienta Fund's Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans shall be made, made and for negotiating and establishing the terms of each such Loanloan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Lending Agreement) State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to (i) to refrain from further lending a particular Available Security, (ii) to refrain from further making Loans to a particular Borrower and (iii) initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client , provided that State Street acts in accordance with this paragraph.. Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period for such Loaned Securities. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event later than the end of the customary settlement period for such Available Securities. Upon receiving notice from the Fund that a Borrower should be deleted from the schedule of Borrowers (as described in Section 4 above) which is applicable to it, State Street shall use reasonable efforts to notify promptly thereafter such Borrower that the Loan(s) to such Borrower is terminated and that the Loaned Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event later than the end of the customary settlement period for such Loaned Securities. All transfer taxes and necessary costs with respect to the transfer of Loaned Securities by the Fund to the Borrower and the Borrower to the Fund upon the termination of the Loan shall be paid by the Borrower in accordance with the applicable Securities Loan Agreement.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans of Available Securities shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund, In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Loan Agreement) State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. The Client Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client , Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, and in no event later than the earlier to occur of (a) the end of the customary settlement period for such securities; or (b) except as otherwise agreed, the close of the fifth securities trading day following the day on which Borrower receives notice of said termination. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clientsclients (including State Street and its affiliates, to the extent they are lenders of securities), using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan AgreementAgreement and in no event later than within three (3) trading days after notice is received by the Borrower. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than within three (3) trading days after notice is received by the Borrower.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the Client. In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Lending Agreement) State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Client has the right to direct State Street to initiate action to terminate any Loan made under this Agreement for any reason. The Client acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's ’s Available Securities will in fact be loaned to Borrowers. The Client agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans Loans made for other clients, or loan Loan opportunities refused hereunder, whether or not State Street has made fewer or more loans Loans for any other client, and whether or not any loan Loan for another client, or the opportunity refused, could have resulted in loans Loans made under this Agreement. The Client also acknowledges that, under the applicable Securities Loan Agreements, Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, but not later than the end of the customary settlement period. Upon receiving a notice from the Client or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify reasonably promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement, but not later than the end of the customary settlement period (e.g., within three business days for most U.S. equity securities). State Street will use reasonable efforts to pursue available rights and remedies under the Securities Loan Agreement to protect the interests of State Street’s securities lending clients, including the Client. In the event that (a) Loaned Securities are sold by the Client and such Loaned Securities are not returned to the Client within the customary settlement period, and (b) the Client is bought-in by a third party with regard to such Loaned Securities in accordance with Rule 204T of Regulation SHO, State Street shall be liable to the Client for the amount of the cost of the buy-in purchase which exceeds the proceeds of the sale of the Loaned Securities; provided, however, that State Street shall not be liable for any such losses unless (y) the Client provides State Street with written notice of the sale of the Loaned Securities by 6:00 p.m. Boston time on the trade date, and (z) the Client provides State Street with written notice of the buy-in purchase, which notice shall include those details required by State Street’s Investment Manager Guide, as amended from time to time, (i) by 2:00 p.m. Boston time on the date of the buy-in purchase, or (ii) if the buy-in purchase occurs at market close, as soon as reasonably practicable, but in any event on the date (determined according to Boston time) of the buy-in purchase. In the event that State Street is required to make any payment and/or incur any loss or expense under this paragraph, (1) Client’s ownership of, interest in or right to the relevant Loaned Securities will cease upon receipt of such payment, and (2) State Street shall, to the extent of such payment, loss, or expense, be subrogated to, and succeed to, all of the rights of the Client against the Borrower under the applicable Securities Loan Agreement.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans of Available Securities shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Loan Agreement) State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, and in no event later than the earlier to occur of (a) the end of the customary settlement period for such securities; or (b) except as otherwise agreed, the close of the fifth securities trading day following the day on which Borrower receives notice of said termination. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities is terminated and that such securities are to be returned within the time specified by the applicable Available Securities Loan Agreement.is

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans shall be made, and for negotiating and establishing made (such loans to be made in accordance with the terms of each such Loan. State Street this Agreement) and shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Lending Agreement) State Street shall not be liable to the Fund in acting in any manner it deems reasonable and appropriate, except as otherwise noted in this Agreement. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the ClientFund's Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street Xxxxx Xxxxxx shall be responsible for determining whether any such Loan Loans shall be made, made and for negotiating and establishing the terms of each such Loanloan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Lending Agreement) State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to (i) to refrain from further lending a particular Available Security, (ii) to refrain from further making Loans to a particular Borrower and (iii) initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client , provided that State Street acts in accordance with this paragraph.. Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period for such Loaned Securities. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event later than the end of the customary settlement period for such Available Securities. Upon receiving notice from the Fund that a Borrower should be deleted from the schedule of Borrowers (as described in Section 4 above) which is applicable to it, State Street shall use reasonable efforts to notify promptly thereafter such Borrower that the Loan(s) to such Borrower is terminated and that the Loaned Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event later than the end of the customary settlement period for such Loaned Securities. All transfer taxes and necessary costs with respect to the transfer of Loaned Securities by the Fund to the Borrower and the Borrower to the Fund upon the termination of the Loan shall be paid by the Borrower in accordance with the applicable Securities Loan Agreement.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans of Available Securities shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Loan Agreement) State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, and in no event later than the earlier to occur of (a) the end of the customary settlement period for such securities; or (b) except as otherwise agreed, the close of the fifth securities trading day following the day on which Borrower receives notice of said termination. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, Borrowers and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client A Fund may itself instruct State Street to terminate any Loan on any date and State Street shall comply with any such instructions. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the ClientFund's Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this AgreementAgreement unless State Street has not adhered to its reasonable and equitable methods established by it from time to time. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement. ; which period of time shall not exceed the earlier of (i) the standard settlement period for trades of the Loaned Securities entered into on the date of such notice in the principal market thereof or (ii) five Business Days from the giving of such notice Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement; which period of time shall not exceed the earlier of (i) the standard settlement period for trades of the Loaned Securities entered into on the date of such notice in the principal market thereof or (ii) five Business Days from the giving of such notice. Each Fund acknowledges that in the event that its participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law. Each Fund acknowledges that when lending Gilt securities, there is intra-day settlement exposure from the Borrower's settlement bank. In particular, the Fund has daily exposure that the Gilt collateral position backed by the assured payment from the Borrower's settlement bank is unsecured.

Loans of Available Securities. State Street shall have authority Subject to make Loans of Available Securities to Borrowersthe applicable restrictions set forth on Schedule D, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan, State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for allocated to other clients, or loan opportunities refused hereundernot made available to the Fund, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for allocated to another client, or loan opportunity not made available to the opportunity refusedFund, could have resulted in loans Loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, but not later than the customary settlement period. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement, but not later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have the discretionary authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientTrust. The Client Trustee acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, including the Trust, using reasonable and equitable methods established and uniformly applied by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Trust’s Available Securities will in fact be loaned to Borrowers. Client Subject to the second sentence of this paragraph, the Trustee agrees that it shall have no claim against State Street and and, subject to applicable law, State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Trustee also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, but not later than five (5) business days after receipt of such notice. Upon receiving a notice from the Client Trustee or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable best efforts to notify promptly thereafter notify the Borrower which has borrowed such securities that the Loan of such securities is terminated and that such securities are to be returned within the time specified by the applicable Securities Loan Agreement, but not later than five (5) business days after such notification. Neither State Street nor any Borrower shall be liable for any losses, costs, charges or penalties incurred by the Trust which are attributable to the failure, on the part of the Trust’s Custodian or subcustodians to either (i) receive Equivalent Securities in settlement of a terminated Loan or (ii) on-deliver such Equivalent Securities in settlement of the Trust’s obligations or instructions.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client Upon notice to State Street, a Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period. Each Fund agrees that in the event of a default by a Borrower with respect to a Loan, State Street shall be fully protected in acting in its sole discretion in a manner it deems appropriate.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Lending Agreement) State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made on its behalf under this Agreement and State Street agrees to comply with any such instruction. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities securities, to exercise voting rights with respect to such securities, or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period. If such Available Securities are not returned within the customary settlement period, State Street shall drop the rebate fee that had previously been agreed to between State Street and the Borrower with respect to such Loan to zero. Each Fund agrees . that in the event of a default by a Borrower with respect to a Loan, State Street shall, subject to Section 12 and 14 below, be fully protected in acting in its sole discretion in a manner it deems appropriate.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the Clienta Portfolio. The Client acknowledges Portfolios acknowledge that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Clienta Portfolio's Available Securities will in fact be loaned to Borrowers. Client Each Portfolio agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Portfolio also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, which shall require Borrower to return Loaned Securities no later than the earlier of (a) the end of the customary settlement period for such securities; or (b) except as otherwise agreed, the close of the fifth securities trading day following the day on which Borrower receives notice of said termination. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities is terminated and that such securities are to be returned within the time specified by the applicable Securities Loan Agreement.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan, State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made on its behalf under this Agreement and State Street agrees to comply with any such instructions. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for allocated to other clients, or loan opportunities refused hereundernot made available to the Fund, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for allocated to another client, or loan opportunity not made available to the opportunity refusedFund, could have resulted in loans Loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, but not later than the customary settlement period. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities securities, to exercise voting rights with respect to Loaned Securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement, but not later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans shall be made, made and for negotiating and establishing the terms of each such Loanloan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client Except to the extent otherwise provided in this Agreement, in the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Loan Agreement) State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street Xxxxx Xxxxxx does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify reasonably promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans of Available Securities shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Loan Agreement) State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the ClientFund's Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, and in no event later than the earlier to occur of (a) the end of the customary settlement period for such securities; or (b) except as otherwise agreed, the close of the fifth securities trading day following the day on which Xxxxxxxx receives notice of said termination. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans of Available Securities shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Loan Agreement) State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the ClientFund's Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, and in no event later than the earlier to occur of (a) the end of the customary settlement period for such securities; or (b) except as otherwise agreed, the close of the fifth securities trading day following the day on which Borrower receives notice of said termination. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans of Available Securities shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Execution Version Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods methods, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, and in no event later than the earlier to occur of (a) the end of the customary settlement period for such securities; or (b) except as otherwise agreed, the close of the fifth business day (meaning a day that the relevant market is open for trading and clearing) for the relevant market (or markets), following the day on which Borrower receives notice of said termination. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the earlier of (a) the end of the customary settlement period for such securities; or (b) except as otherwise agreed the close of the fifth business day (meaning a day that the relevant market is open for trading and clearing) for the relevant market (or markets), following the day on which Borrower receives notice of said termination.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan Loans shall be made, made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period. Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities securities, the desire of the Investment Manager to vote with respect to such securities, or otherwise), State Street shall use its reasonable best efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan AgreementAgreement and in no event later than the end of the customary settlement period. Each Fund agrees that in the event of a default by a Borrower with respect to a Loan, subject to Section 12 hereof, State Street shall be fully protected in acting in its sole discretion in a manner it deems appropriate.

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, and for negotiating and establishing the terms of each such Loan, which terms shall not be inconsistent with this Agreement and the applicable Securities Loan Agreement. A report showing the terms of each Loan will be made available to the Fund via xxxxxxxxxxxxx.xxx, and also sent daily to the Fund at xxx-xx.xxxxxxxxxxxxxxxxx@xx.xxx (or such other email address provided by the Fund to State Street in writing with reasonable advance notice) to the extent practicable, subject to operational and other constraints that may arise from time to time. Such report will include all Loans outstanding as of the prior business day. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan, State Street may act in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for allocated to other clients, or loan opportunities refused hereundernot made available to the Fund, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for allocated to another client, or loan opportunity not made available to the opportunity refusedFund, could have resulted in loans Loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, but not later than the customary settlement period (not to exceed five business days). Upon receiving a notice from the Client Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify reasonably promptly thereafter notify the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement, but not later than the end of the customary settlement period (not to exceed five business days).

Loans of Available Securities. State Street shall have authority to make Loans of Available Securities to Borrowers, and to deliver such securities to Borrowers. State Street shall be responsible for determining whether any such Loan shall be made, and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the ClientFund. The Client Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Client's Fund’s Available Securities will in fact be loaned to Borrowers. Client Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for allocated to other clients, or loan opportunities refused hereundernot made available to the Fund, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for allocated to another client, or loan opportunity not made available to the opportunity refusedFund, could have resulted in loans Loans made under this Agreement. The Client Each Fund also acknowledges that, under the applicable Securities Loan Agreements, Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, but not later than the customary settlement period. Upon receiving a notice from the Client or the Investment Manager Fund that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such securities Available Securities is terminated and that such securities Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement, but not later than the end of the customary settlement period.