Common use of Third Party Securities Lending Clause in Contracts

Third Party Securities Lending. In addition to the Custodian’s other responsibilities hereunder, the Trust hereby directs the Custodian to, among the other activities as shall be set forth in the Third Party Lending Agent/BBH&Co. Securities Lending Operating Document (the “Guidelines”) by and among the Trust, on behalf of the Funds, the Custodian and the Trust’s designated third party lending agent (the “Lending Agent”), deliver securities out of custody to a borrower and to receive securities from a borrower (the “Securities Lending Activities”) in accordance with instructions received from time to time from the Lending Agent. In so directing the Custodian, both parties agree that the Custodian shall be responsible for exercising reasonable care in acting on the instructions of the Lending Agent. But, absent Custodian’s negligence, bad faith and willful misconduct in the performance of its duties under this Agreement, the Custodian shall not be liable to the Trust for the acts or omissions of the Lending Agent and for any risks in connection with Securities Lending Activities. Accordingly, the Trust hereby acknowledges certain risks inherent in the lending of securities through a Lending Agent, including, but not limited to such risks as outlined below, and agrees that such risks are for the account of the Trust: • the failure or insolvency of any third party (including any issuer of any of security which is a part of the Securities Lending Activities or book-entry or other agent of such an issuer, any counterparty with respect to any such securities, a borrower, the Lending Agent, or any other third parties similarly beyond the control or choice of the Custodian); • the default of a borrower and any resulting damages; • the late return of loaned securities by the borrower which results in market buy-ins, or failed trades and the penalties and costs related thereto resulting from the late return of a loan, a late or incorrect loan instruction, or any other reason for which the Custodian is not responsible; • the failure of any third party including the Lending Agent to inform the Custodian, the Fund or a borrower of pending corporate actions; • the failure of the Custodian to inform the Lending Agent, the Fund or a borrower of pending corporate actions for securities of a particular issuer on loan, but only to the extent that all such securities are on loan when the Custodian receives notice of the corporate action; • the receipt of collateral in connection with securities lending activities (including any xxxx to market of an outstanding loan), which shall be held by the Lending Agent or its agent; • the market risks associated with the investment of collateral; • the legal, tax or regulatory issues inherent in any jurisdiction in which securities are loaned; and • the failure of the Lending Agent to properly safe keep and administer any securities of the Fund held overnight by the Lending Agent. The Trust further acknowledges and agrees in connection with the Securities Lending Activities, that the Custodian in its sole discretion may refuse to settle any transaction for certain types of securities, or any transaction occurring in certain markets in contravention of Applicable Law or regulation or which might give rise to material adverse tax consequences. In the event that the Trust or its Lending Agent transmits an instruction to which the previous sentence applies, the Custodian shall promptly provide the Trust with written or other agreed-form notice of such fact.

Third Party Securities Lending. In addition to the Custodian’s other responsibilities hereunder, the Trust Fund hereby directs the Custodian to, among the other activities as shall be set forth in the Third 3rd Party Lending Agent/BBH&Co. Securities Lending Operating Document (the “Guidelines”) by and among the Trust, on behalf of the FundsFund, the Custodian and the TrustFund’s designated third party lending agent (the “Lending Agent”), deliver securities out of custody to a borrower and to receive securities from a borrower (the “Securities Lending Activities”) in accordance with instructions received from time to time from the Lending Agent. In so directing the Custodian, both parties agree that the Custodian shall be responsible for exercising reasonable care in acting on the instructions of the Lending Agent. But, absent Custodian’s negligence, bad faith and willful misconduct in the performance of its duties under this Agreement, the Custodian shall not be liable to the Trust Fund for the acts or omissions of the Lending Agent and for any risks in connection with Securities Lending Activities. Accordingly, the Trust Fund hereby acknowledges certain risks inherent in the lending of securities 16 through a Lending Agentthird party lending agent, including, but not limited to such risks as outlined below, and agrees that such risks are for the account of the TrustFund: • o the failure or insolvency of any third party (including any issuer of any of security which is a part of the Securities Lending Activities or book-entry or other agent of such an issuer, any counterparty with respect to any such securities, a borrower, the Lending Agent, or any other third parties similarly beyond the control or choice of the Custodian); • the default of a borrower and any resulting damages; • the late return of loaned securities by the borrower which results in market buy-ins, or failed trades and the penalties and costs related thereto resulting from the late return of a loan, a late or incorrect loan instruction, or any other reason for which the Custodian is not responsible; • the failure of any third party including the Lending Agent to inform the Custodian, the Fund or a borrower of pending corporate actions; • the failure of the Custodian to inform the Lending Agent, the Fund or a borrower of pending corporate actions for securities of a particular issuer on loan, but only to the extent that all such securities are on loan when the Custodian receives notice of the corporate action; • the receipt of collateral in connection with securities lending activities (including any xxxx to market of an outstanding loan), which shall be held by the Lending Agent or its agent; • the market risks associated with the investment of collateral; • the legal, tax or regulatory issues inherent in any jurisdiction in which securities are loaned; and • the failure of the Lending Agent to properly safe keep and administer any securities of the Fund held overnight by the Lending Agent. The Trust further acknowledges and agrees in connection with the Securities Lending Activities, that the Custodian in its sole discretion may refuse to settle any transaction for certain types of securities, or any transaction occurring in certain markets in contravention of Applicable Law or regulation or which might give rise to material adverse tax consequences. In the event that the Trust or its Lending Agent transmits an instruction to which the previous sentence applies, the Custodian shall promptly provide the Trust with written or other agreed-form notice of such fact.;

Third Party Securities Lending. In addition to the Custodian’s other responsibilities hereunder, the Trust hereby directs the Custodian to, among the other activities as shall be set forth in the Third Party Lending Agent/BBH&Co. Securities Lending Operating Document (the “Guidelines”) by and among the Trust, on behalf of the Funds, the Custodian and the Trust’s designated third party lending agent (the “Lending Agent”), deliver securities out of custody to a borrower and to receive securities from a borrower (the “Securities Lending Activities”) in accordance with instructions received from time to time from the Lending Agent. In so directing the Custodian, both parties agree that the Custodian shall be responsible for exercising reasonable care in acting on the instructions of the Lending Agent. But, absent Custodian’s negligence, bad faith and willful misconduct in the performance of its duties under this Agreement, the Custodian shall not be liable to the Trust for the acts or omissions of the Lending Agent and for any risks in connection with Securities Lending Activities. Accordingly, the Trust hereby acknowledges certain risks inherent in the lending of securities through a Lending Agent, including, but not limited to such risks as outlined below, and agrees that such risks are for the account of the Trust: • the failure or insolvency of any third party (including any issuer of any of security which is a part of the Securities Lending Activities or book-entry or other agent of such an issuer, any counterparty with respect to any such securities, a borrower, the Lending Agent, or any other third parties similarly beyond the control or choice of the Custodian); • the default of a borrower and any resulting damages; • the late return of loaned securities by the borrower which results in market buy-ins, or failed trades and the penalties and costs related thereto resulting from the late return of a loan, a late or incorrect loan instruction, or any other reason for which the Custodian is not responsible; • the failure of any third party including the Lending Agent to inform the Custodian, the Fund or a borrower of pending corporate actions; • the failure of the Custodian to inform the Lending Agent, the Fund or a borrower of pending corporate actions for securities of a particular issuer on loan, but only to the extent that all such securities are on loan when the Custodian receives notice of the corporate action; • the receipt of collateral in connection with securities lending activities (including any xxxx to market of an outstanding loan), which shall be held by the Lending Agent or its agent; • the market risks associated with the investment of collateral; • the legal, tax or regulatory issues inherent in any jurisdiction in which securities are loaned; and • the failure of the Lending Agent to properly safe keep and administer any securities of the Fund held overnight by the Lending Agent. The Trust further acknowledges and agrees in connection with the Securities Lending Activities, that the Custodian in its sole discretion may refuse to settle any transaction for certain types of securities, or any transaction occurring in certain markets markets, in contravention of Applicable Law or regulation or which might give rise to material adverse tax consequences. In the event that the Trust or its Lending Agent transmits an instruction to which the previous sentence applies, the Custodian shall promptly provide the Trust with written or other agreed-form notice of such fact.

Third Party Securities Lending. In addition to the Custodian’s other responsibilities hereunder, the Trust hereby directs the Custodian to, among the other activities as shall be set forth in the Third Party Lending Agent/BBH&Co. Securities Lending Operating Document (the “Guidelines”) by and among the Trust, on behalf of the Funds, the Custodian and the Trust’s designated third party lending agent (the “Lending Agent”), deliver securities out of custody to a borrower and to receive securities from a borrower (the “Securities Lending Activities”) in accordance with instructions received from time to time from the Lending Agent. In so directing the Custodian, both parties agree that the Custodian shall be responsible for exercising reasonable care in acting on the instructions of the Lending Agent. But, absent Custodian’s negligence, bad faith and willful misconduct in the performance of its duties under this Agreement, the Custodian shall not be liable to the Trust for the acts or omissions of the Lending Agent and for any risks in connection with Securities Lending Activities. Accordingly, the Trust hereby acknowledges certain risks inherent in the lending of securities through a Lending Agent, including, but not limited to such risks as outlined below, and agrees that such risks are for the account of the Trust: • · the failure or insolvency of any third party (including any issuer of any of security which is a part of the Securities Lending Activities or book-entry or other agent of such an issuer, any counterparty with respect to any such securities, a borrower, the Lending Agent, or any other third parties similarly beyond the control or choice of the Custodian); • · the default of a borrower and any resulting damages; • · the late return of loaned securities by the borrower which results in market buy-ins, or failed trades and the penalties and costs related thereto resulting from the late return of a loan, a late or incorrect loan instruction, or any other reason for which the Custodian is not responsible; • · the failure of any third party including the Lending Agent to inform the Custodian, the Fund or a borrower of pending corporate actions; • · the failure of the Custodian to inform the Lending Agent, the Fund or a borrower of pending corporate actions for securities of a particular issuer on loan, but only to the extent that all such securities are on loan when the Custodian receives notice of the corporate action; • · the receipt of collateral in connection with securities lending activities (including any xxxx to market of an outstanding loan), which shall be held by the Lending Agent or its agent; • · the market risks associated with the investment of collateral; • · the legal, tax or regulatory issues inherent in any jurisdiction in which securities are loaned; and • · the failure of the Lending Agent to properly safe keep and administer any securities of the Fund held overnight by the Lending Agent. The Trust further acknowledges and agrees in connection with the Securities Lending Activities, that the Custodian in its sole discretion may refuse to settle any transaction for certain types of securities, or any transaction occurring in certain markets in contravention of Applicable Law or regulation or which might give rise to material adverse tax consequences. In the event that the Trust or its Lending Agent transmits an instruction to which the previous sentence applies, the Custodian shall promptly provide the Trust with written or other agreed-form notice of such fact.

Third Party Securities Lending. In addition to the Custodian’s 's other responsibilities hereunder, the Trust Fund hereby directs the Custodian to, among the other activities as shall be set forth in the Third 3rd Party Lending Agent/BBH&Co. Securities Lending Operating Document (the “"Guidelines”") by and among the Trust, on behalf of the FundsFund, the Custodian and the Trust’s Fund's designated third party lending agent (the “"Lending Agent”"), deliver securities out of custody to a borrower and to receive securities from a borrower (the “"Securities Lending Activities”") in accordance with instructions received from time to time from the Lending Agent. In so directing the Custodian, both parties agree that the Custodian shall be responsible for exercising reasonable care in acting on the instructions of the Lending Agent. But, absent Custodian’s 's negligence, bad faith and willful misconduct in the performance of its duties under this Agreement, the Custodian shall not be liable to the Trust Fund for the acts or omissions of the Lending Agent and for any risks in connection with Securities Lending Activities. Accordingly, the Trust Fund hereby acknowledges certain risks inherent in the lending of securities through a Lending Agentthird party lending agent, including, but not limited to such risks as outlined below, and agrees that such risks are for the account of the TrustFund: • o the failure or insolvency of any third party (including any issuer of any of security which is a part of the Securities Lending Activities or book-entry or other agent of such an issuer, any counterparty with respect to any such securities, a borrower, the Lending Agent, or any other third parties similarly beyond the control or choice of the Custodian); • o the default of a borrower and any resulting damages; • o the late return of loaned securities by the borrower which results in market buy-ins, or failed trades and the penalties and costs related thereto resulting from the late return of a loan, a late or incorrect loan instruction, or any other reason for which the Custodian is not responsible; • o the failure of any third party including the Lending Agent to inform the Custodian, the Fund or a borrower of pending corporate actions; • o the failure of the Custodian to inform the Lending Agent, the Fund or a borrower of pending corporate actions for securities of a particular issuer on loan, but only to the extent that all such securities are on loan when the Custodian receives notice of the corporate action; • o the receipt of collateral in connection with securities lending activities (including any xxxx mark to market of an outstanding loanoutstandinx xoan), which shall be held by the Lending Agent or its agent; • o the market risks associated with the investment of collateral; • o the legal, tax or regulatory issues inherent in any jurisdiction in which securities are loaned; and • o the failure of the Lending Agent to properly safe keep and administer any securities of the Fund held overnight by the Lending Agent. The Trust Fund further acknowledges and agrees in connection with the Securities Lending Activities, that the Custodian in its sole discretion may refuse to settle any transaction for certain types of securities, or any transaction occurring in certain markets in contravention of Applicable Law applicable law or regulation or which might give rise to material adverse tax consequences. In the event that the Trust Fund or its Lending Agent transmits an instruction to which the previous sentence applies, the Custodian shall promptly provide the Trust Fund with written or other agreed-form notice of such fact.

Third Party Securities Lending. In addition to the Custodian’s 's other responsibilities hereunder, the Trust hereby directs the Custodian to, among the other activities as shall be set forth in the Third Party Lending Agent/BBH&Co. Securities Lending Operating Document (the “"Guidelines”") by and among the Trust, on behalf of the Funds, the Custodian and the Trust’s 's designated third party lending agent (the “"Lending Agent”"), deliver securities out of custody to a borrower and to receive securities from a borrower (the “"Securities Lending Activities”") in accordance with instructions received from time to time from the Lending Agent. In so directing the Custodian, both parties agree that the Custodian shall be responsible for exercising reasonable care in acting on the instructions of the Lending Agent. But, absent Custodian’s 's negligence, bad faith and willful misconduct in the performance of its duties under this Agreement, the Custodian shall not be liable to the Trust for the acts or omissions of the Lending Agent and for any risks in connection with Securities Lending Activities. Accordingly, the Trust hereby acknowledges certain risks inherent in the lending of securities through a Lending Agent, including, but not limited to such risks as outlined below, and agrees that such risks are for the account of the Trust: • - the failure or insolvency of any third party (including any issuer of any of security which is a part of the Securities Lending Activities or book-entry or other agent of such an issuer, any counterparty with respect to any such securities, a borrower, the Lending Agent, or any other third parties similarly beyond the control or choice of the Custodian); • - the default of a borrower and any resulting damages; • - the late return of loaned securities by the borrower which results in market buy-ins, or failed trades and the penalties and costs related thereto resulting from the late return of a loan, a late or incorrect loan instruction, or any other reason for which the Custodian is not responsible; • - the failure of any third party including the Lending Agent to inform the Custodian, the Fund or a borrower of pending corporate actions; • - the failure of the Custodian to inform the Lending Agent, the Fund or a borrower of pending corporate actions for securities of a particular issuer on loan, but only to the extent that all such securities are on loan when the Custodian receives notice of the corporate action; • - the receipt of collateral in connection with securities lending activities (including any xxxx to market of an outstanding loan), which shall be held by the Lending Agent or its agent; • - the market risks associated with the investment of collateral; • - the legal, tax or regulatory issues inherent in any jurisdiction in which securities are loaned; and • - the failure of the Lending Agent to properly safe keep and administer any securities of the Fund held overnight by the Lending Agent. The Trust further acknowledges and agrees in connection with the Securities Lending Activities, that the Custodian in its sole discretion may refuse to settle any transaction for certain types of securities, or any transaction occurring in certain markets in contravention of Applicable Law or regulation or which might give rise to material adverse tax consequences. In the event that the Trust or its Lending Agent transmits an instruction to which the previous sentence applies, the Custodian shall promptly provide the Trust with written or other agreed-form notice of such fact.