Common use of Loans of Available Securities Clause in Contracts

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. 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, 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 Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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 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 Available Securities is terminated and that such 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 (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 Loans of Available Securities 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 FundClient. 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 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Client's Available Securities will in fact be loaned to Borrowers. Each Fund 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. Each Fund 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, 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 Fund 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 Available Securities securities is terminated and that such Available Securities securities are to be returned within the time specified by the applicable Securities Loan Agreement 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 terminationAgreement.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. 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 clientsclients (including State Street and its affiliates, to the extent they are lenders of securities), using reasonable and equitable methods, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s 's Available Securities will in fact be loaned to Borrowers. 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. 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, Agreement and in no event later than within three (3) trading days after notice is received by 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 terminationBorrower. Upon receiving a notice from the 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 Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event later than within three (3) trading days after notice is received by 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 terminationBorrower.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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 but not 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event Agreement, but not 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 terminationperiod.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. In the event of a default (within the meaning of the applicable Securities Loan 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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, 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such 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 (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 terminationperiod.

Loans of Available Securities. Subject to Section 3 of this Agreement, State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Loan Lending Agreement) by a Borrower on any Loan ), State Street shall be fully protected in acting is authorized to act in any manner it reasonably deems reasonable and 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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, 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such 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 (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“Recall Period”), following the day on which Borrower receives notice of said termination.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Loan Lending Agreement) by a Borrower on any Loan State Street shall be fully protected in acting in any manner it deems reasonable and appropriateappropriate 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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, 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such 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 (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 terminationperiod.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities Loan shall be made 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 Fund. In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan Loan, State Street shall be fully protected in acting 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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 but not later than the earlier to occur of (a) the end of the customary settlement period for such securities; or five (b5) 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 terminationdays. Upon receiving a notice from the 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 Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event Agreement, but not later than the earlier of (a) 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; or (b) except , 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 otherwise agreed all notifications were timely made by the close Fund in accordance with the State Street Investment Managers Guide. For the avoidance of doubt, State Street shall not be liable to the fifth business day (meaning Fund for any buy-in costs resulting from 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 terminationBorrower’s failure to return Loaned Securities.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of a Fund's Available Securities 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 Fund. In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Loan 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 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, the 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the a Fund’s 's Available Securities will in fact be loaned to Borrowers. 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. 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, 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such 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 (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 terminationperiod.

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 Loans of Available Securities 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 FundClient. In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on Client may terminate any Loan State Street shall be fully protected in acting in at any manner it deems reasonable and appropriate. Upon time upon giving notice to State Street, the Fund has the right to direct . State Street shall return the Loaned Securities subject to initiate action to terminate any Loan made under this Agreementsuch terminated Loan(s) by the Return Date. Each Fund 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Client's Available Securities will in fact be loaned to Borrowers. Each Fund 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. Each Fund The Client also acknowledges that, under the applicable Securities Loan Lending Agreements, the 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, 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 agreedhowever, the close of foregoing acknowledgment by the fifth business day (meaning a day that Client shall not in any way affect State Street's obligations to 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 terminationClient pursuant to Section 19 hereof. Upon receiving a notice from the Fund 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 Available Securities securities is terminated and that such Available Securities securities are to be returned within the time specified by the applicable Securities Loan Agreement and Lending Agreement; however, failure by the Borrower to return the securities to State Street by the Return Date shall in no event later than way affect State Street's obligations to 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 terminationClient pursuant to Section 19 hereof.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. 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 The 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. Each 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. Each The 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 but not 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event Agreement, but not 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 terminationperiod.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan Loan, State Street shall be fully protected in acting in any commercially reasonable manner it deems reasonable and appropriate. Upon notice Notwithstanding anything to State Streetthe contrary contained elsewhere in this Agreement, each Fund also retains the Fund has the right authority and discretion to direct State Street to initiate action to terminate any Loan made under this AgreementAgreement 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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 shall such requirement permit returns later than the earlier to occur of (a) the end of the customary settlement period for such securities; or five (b5) 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 terminationdays. Upon receiving a notice from the 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 Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement Agreement, and in no event later than the earlier of (a) the end of the customary settlement period for such securities; or five (b5) 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 terminationdays.

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 Loans of Available Securities 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 FundClient. 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 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Client's Available Securities will in fact be loaned to Borrowers. Each Fund 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. Each Fund 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, 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 Fund 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 Available Securities securities is terminated and that such Available Securities securities are to be returned within the time specified by the applicable Securities Loan Agreement 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 terminationAgreement.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities such Loan shall be made 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 FundClient. In the event of a default by a Borrower on any Loan (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 Client has the right to direct State Street to initiate action to terminate any Loan made under this Agreement. Each Fund 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the FundClient’s Available Securities will in fact be loaned to Borrowers. Each Fund 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. Each Fund 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, and in no event but not 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 terminationperiod. Upon receiving a notice from the Fund 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 Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event Agreement, but not 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 terminationperiod.

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 Loans of Available Securities 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 a Fund. 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 The 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s 's Available Securities will in fact be loaned to Borrowers. Each Fund 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. Each Fund The 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 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 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 Available Securities securities is terminated and that such Available Securities securities are to be returned within the time specified by the applicable Securities Loan Agreement 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 terminationperiod.

Loans of Available Securities. Subject to limitations imposed by the Fund in Section 3 of this Agreement, State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. 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 Loan, State Street shall be fully protected in acting in any manner it deems reasonable and appropriateappropriate 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, 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 Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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 but not 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event Agreement, but not 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 terminationperiod.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s 's Available Securities will in fact be loaned to Borrowers. 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. 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, 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such 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 (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 terminationperiod.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities shall be 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 Fund. In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Loan 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 (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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. , 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 Agreement, 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 terminationLoaned Securities. Upon receiving a notice from the 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 Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event later than the earlier 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 (aas 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 securities; or (b) except as otherwise agreed Loaned Securities. All transfer taxes and necessary costs with respect to the close transfer of Loaned Securities by the Fund to the Borrower and the Borrower to the Fund upon the termination of the fifth business day (meaning a day that Loan shall be paid by the relevant market is open for trading and clearing) for Borrower in accordance with the relevant market (or markets), following the day on which Borrower receives notice of said terminationapplicable Securities Loan Agreement.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. In the event of a default by a Borrower on any Loan (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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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 securities trading 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 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 Available Securities is terminated and that such 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 (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 terminationperiod.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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, 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such 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 (a) the end of the customary settlement period for such securities; or (b) except as otherwise agreed period. Each Fund agrees that in the close event of the fifth business day (meaning a day that the relevant market is open for trading and clearing) for the relevant market (or markets)default by a Borrower with respect to a Loan, following the day on which Borrower receives notice of said terminationsubject 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 be responsible for determining whether any Loans of Available Securities 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 Fund. In the event of a default by a Borrower on any Loan (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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s 's Available Securities will in fact be loaned to Borrowers. 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. 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 securities trading 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 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 Available Securities is terminated and that such 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 (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 terminationperiod.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities shall be 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 Fund. In 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) 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, 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 Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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, 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such 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 (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 terminationperiod.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. 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 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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, 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such 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 (a) the end of the customary settlement period for such securities; or (b) except as otherwise agreed period. Each Fund agrees that in the close event of the fifth business day (meaning a day that the relevant market is open for trading and clearing) for the relevant market (or markets)default by a Borrower with respect to a Loan, following the day on which Borrower receives notice of said terminationState Street shall be fully protected in acting in its sole discretion in a manner it deems appropriate.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan 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 AgreementAgreement 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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 but not 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event Agreement, but not 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 terminationperiod.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. , In the event of a default by a Borrower on any Loan (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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. , 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. 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 securities trading 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 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 Available Securities is terminated and that such 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 (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 terminationperiod.

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 Loans of Available Securities 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 Funda Portfolio. 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 The 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s a Portfolio's Available Securities will in fact be loaned to Borrowers. Each Fund 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. Each Fund 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, and in which shall require Borrower to return Loaned Securities 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 securities trading 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 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 Available Securities securities is terminated and that such Available Securities securities are to be returned within the time specified by the applicable Securities Loan Agreement 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 terminationAgreement.

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 Loans of Available Securities 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 Fund. In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan A Fund may itself instruct 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 Agreementon 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s 's Available Securities will in fact be loaned to Borrowers. 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. 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 ; which period of time shall not exceed the earlier to occur of (ai) the end of the customary standard settlement period for trades of the Loaned Securities entered into on the date of such securities; notice in the principal market thereof or (bii) except as otherwise agreed, five Business Days from the close giving 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 such notice of said termination. Upon receiving a notice from the 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 Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event later than Agreement; which period of time shall not exceed the earlier of (ai) the end of the customary standard settlement period for trades of the Loaned Securities entered into on the date of such securities; notice in the principal market thereof or (bii) except 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 otherwise agreed is appropriate in accordance with applicable law. Each Fund acknowledges that when lending Gilt securities, there is intra-day settlement exposure from the close of Borrower's settlement bank. In particular, the fifth business day (meaning a day Fund has daily exposure that the relevant market Gilt collateral position backed by the assured payment from the Borrower's settlement bank is open for trading and clearing) for the relevant market (or markets), following the day on which Borrower receives notice of said terminationunsecured.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities Loan shall be made 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 Fund. In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan Loan, State Street shall be fully protected in acting 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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 but not 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 not to exceed five business day (meaning a day that the relevant market is open for trading and clearing) for the relevant market (or marketsdays), following the day on which Borrower receives notice of said termination. Upon receiving a notice from the 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 Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event Agreement, but not 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 not to exceed five business day (meaning a day that the relevant market is open for trading and clearing) for the relevant market (or marketsdays), following the day on which Borrower receives notice of said termination.

Loans of Available Securities. State Street Xxxxx Xxxxxx shall be responsible for determining whether any Loans of Available Securities shall be 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 Fund. In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Loan 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 (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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. , 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 Agreement, 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 terminationLoaned Securities. Upon receiving a notice from the 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 Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event later than the earlier 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 (aas 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 securities; or (b) except as otherwise agreed Loaned Securities. All transfer taxes and necessary costs with respect to the close transfer of Loaned Securities by the Fund to the Borrower and the Borrower to the Fund upon the termination of the fifth business day (meaning a day that Loan shall be paid by the relevant market is open for trading and clearing) for Borrower in accordance with the relevant market (or markets), following the day on which Borrower receives notice of said terminationapplicable Securities Loan Agreement.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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, 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such 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 (a) the end of the customary settlement period for period. If such securities; or (b) except as otherwise 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 close Borrower with respect to such Loan to zero. Each Fund agrees . that in the event of the fifth business day (meaning a day that the relevant market is open for trading default by a Borrower with respect to a Loan, State Street shall, subject to Section 12 and clearing) for the relevant market (or markets)14 below, following the day on which Borrower receives notice of said terminationbe fully protected in acting in its sole discretion in a manner it deems appropriate.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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 but not 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event Agreement, but not 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 terminationperiod.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. 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 clientsclients (including State Street and its affiliates, to the extent they are lenders of securities), using reasonable and equitable methods, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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, Agreement and in no event later than within three (3) trading days after notice is received by 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 terminationBorrower. Upon receiving a notice from the 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 Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event later than within three (3) trading days after notice is received by 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 terminationBorrower.

Loans of Available Securities. State Street shall have the discretionary authority to be responsible for determining whether any Loans of Available Securities 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 FundTrust. 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 The 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, as described in the State Street Agency Securities Lending Program Description of Risks methods established and Conflicts of Interest, established uniformly applied by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the FundTrust’s Available Securities will in fact be loaned to Borrowers. Each Fund 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. Each Fund The 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, and in no event but not later than the earlier to occur five (5) business days after receipt 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 terminationnotice. Upon receiving a notice from the Fund 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 Available Securities securities is terminated and that such Available Securities securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event 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 earlier of (a) Trust which are attributable to the end failure, on the part of the customary Trust’s Custodian or subcustodians to either (i) receive Equivalent Securities in settlement period for such securities; of a terminated Loan or (bii) except as otherwise agreed the close on-deliver such Equivalent Securities in settlement of the fifth business day (meaning a day that the relevant market is open for trading and clearing) for the relevant market (Trust’s obligations or markets), following the day on which Borrower receives notice of said terminationinstructions.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. In the event of a default by a Borrower on any Loan (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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s 's Available Securities will in fact be loaned to Borrowers. 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. 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 securities trading 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 Xxxxxxxx receives notice of said termination. Upon receiving a notice from the 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 Available Securities is terminated and that such 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 (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 terminationperiod.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Loan 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 on its behalf under this AgreementAgreement 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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, 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such 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 (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 terminationperiod.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. In the event of a default by a Borrower on any Loan (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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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 securities trading 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 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 Available Securities is terminated and that such 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 (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.is

Loans of Available Securities. Subject to the applicable restrictions set forth on Schedule D, State Street shall be responsible for determining whether any Loans of Available Securities 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 Fund. In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. 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. 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 but not 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event Agreement, but not 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 terminationperiod.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities shall be made and for negotiating and establishing (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 Fund. In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Loan Lending Agreement) by a Borrower on any Loan State Street shall not be fully protected 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s 's Available Securities will in fact be loaned to Borrowers. 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. 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, 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 terminationperiod. Upon receiving a notice from the 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 Available Securities is terminated and that such 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 (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 terminationperiod.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans of Available Securities 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 FundClient. In the event of a default by a Borrower on any Loan (within the meaning of the applicable Securities Loan 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 Client has the right to direct State Street to initiate action to terminate any Loan made under this AgreementAgreement for any reason. Each Fund 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the FundClient’s Available Securities will in fact be loaned to Borrowers. Each Fund 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. Each Fund 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, and in no event but not 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 terminationperiod. Upon receiving a notice from the Fund 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 Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event Agreement, but not later than the earlier of (a) 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 securities; or Loaned Securities are not returned to the Client within the customary settlement period, and (b) except as otherwise agreed the close 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 fifth business day 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 (meaning a day 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 market is open for trading Loaned Securities will cease upon receipt of such payment, and clearing(2) for State Street shall, to the relevant market (extent of such payment, loss, or markets)expense, following be subrogated to, and succeed to, all of the day on which rights of the Client against the Borrower receives notice of said terminationunder the applicable Securities Loan Agreement.

Loans of Available Securities. State Street shall be responsible for determining whether any Loans Loan of Available Securities shall be made and made, and, subject to Section 4, 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 FundClient. 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 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, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Client's Available Securities will in fact be loaned to Borrowers. Each Fund 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. Each Fund also acknowledges thatState Street shall terminate any Loan in accordance with the applicable Securities Loan Agreement as soon as practicable after: (i) receipt by State Street of a notice from the Borrower terminating the Loan in accordance with the Securities Loan Agreement; (ii) receipt by State Street of a notice from the Client or the Investment Manager: (a) to the effect that the Securities subject to the Loan are no longer Available Securities; or (b) of an amendment to EXHIBIT 1.1 reducing the maximum percentage of the Client's holdings of any particular security that may be lent to a percentage that is less than the current percentage on loan to any and all Borrowers at that time; and (iii) receipt by State Street of a notice from the Client or the Investment Manager to the effect that the Borrower is no longer to be included in EXHIBIT 3.1. State Street will perform from time to time, or will cause a third party (which may be an affiliate of State Street) to perform, a credit analysis and set trading limits deemed appropriate by State Street with respect to Borrowers and shall report to the Client with respect to such credit analyses and trading limits upon request (subject to State Street's obligations to maintain the confidentiality of non-public information). As part of this credit analysis State Street shall continuously monitor publicly available information with respect to such Borrowers, and shall report to the Client any publicly available material adverse change with respect to a Borrower upon request. (a) any event occurs with respect to any Borrower that would, upon notice from State Street, become a default under the applicable Securities Loan Agreements, Agreement and (b) the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from Client instructs State Street terminating to give such notice, State Street shall forthwith comply with such instruction. State Street agrees with the applicable Loan, but instead Client that neither it nor any person acting as custodian of the Client's assets will be required to return such Loaned accept the delivery of any instrument of transfer of Equivalent Securities within such period of time following such notice or Collateral (as is specified defined in each case 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 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 unless that instrument is duly stamped in accordance with all applicable laws. Except as the sale of such securities or otherwise)Client may otherwise instruct, State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such Available may accept Equivalent Securities is terminated and that such Available Securities are to be returned within the time specified by (as defined in the applicable Securities Loan Agreement and Agreement) that are registered on a Register of Members maintained in no event later than either the earlier of (a) the end of the customary settlement period for such securities; United Kingdom 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 terminationSouth Africa.