Common use of Transactions Involving Affiliates Clause in Contracts

Transactions Involving Affiliates. Any provision of this Agreement to the contrary notwithstanding and except to the extent restricted by any applicable Laws or the Investment Guidelines: (a) the Governing Board may approve, enter into and ratify transactions in which the Investment Consultant is acting as principal, including a Master Repurchase Agreement and a Custodial Undertaking Agreement, if applicable, but only to the extent of ministerial acts which are not acts of discretion to be performed only by the Governing Board or the Chief Investment Officer; (b) without limiting the foregoing, the Lead Agent or the Governing Board may enter into transactions with any Participant, the Investment Consultant, the Administrator, the Marketing Agent, a Custodian or any Affiliate, officer, director, employee or agent of any of the foregoing if (i) each such transaction has, after disclosure of such affiliation, been approved or ratified by the affirmative vote of a majority of the members of the Governing Board, including a majority of the members then in office who are not Affiliates of any Person (other than the Participants as Participants) who is a party to the transaction; and (ii) such transaction is, in the opinion of the Chief Investment Officer, as evidenced by a written declaration stating such opinion, on terms fair and reasonable to the Participants and at least as favorable to them as similar arrangements for comparable transactions with Person(s) unaffiliated with the Participants or with the other Person who is a party to the transaction; provided, however, that in no event shall the Lead Agent or the Governing Board enter into any transaction with any of the officers, directors, employees or agents of any Participant, including, but not limited to, the Chief Investment Officer. (c) in the absence of fraud, a contract, act or other transaction, made, done or entered into by the Lead Agent, the Governing Board or the Chief Investment Officer pursuant to this Agreement (unless entered into with any of the officers, directors, employees or agents of any Participant, including, but not limited to, the Chief Investment Officer), is valid, and no Participant, member of the Governing Board, officer, employee or agent of any Participant (including, but not limited to, the Lead Agent and Chief Investment Officer) shall have any liability by reason of one or more of such Persons, individually or jointly with others, being a party or parties to, being directly interested in, or being affiliated with, such contract, act or transaction, or any party thereto, provided that such interest or affiliation is disclosed to the Lead Agent, the Governing Board or the Chief Investment Officer and the Lead Agent, the Governing Board or the Chief Investment Officer authorizes such contract, act or other transaction in writing; and (d) any officer, employee, or agent of any Participant or a member of the Governing Board, Lead Agent or Chief Investment Officer may have, to the extent permitted by applicable Laws, in its personal capacity, or in a capacity as trustee, officer, director, stockholder, partner, member, agent, advisor or employee of any Person, business interests and engage in business activities in addition to those relating to this Agreement, which interests and activities may be similar to those contemplated by this Agreement and may include the acquisition, syndication, holding, management, operation or disposition of securities, investments and funds, for such officer’s, employee’s or agent’s own account or for the account of other Person(s). No Person shall have any obligation to present to the Lead Agent, a member of the Governing Board, or the Chief Investment Officer any investment opportunity which comes to that Person in any capacity other than solely as a Participant, even if such opportunity is of a character which, if presented to the Lead Agent, a member of the Governing Board, or the Chief Investment Officer could be taken by the Lead Agent, a member of the Governing Board, or the Chief Investment Officer.

Transactions Involving Affiliates. Any provision of this Agreement to the contrary notwithstanding and notwithstanding, except to the extent restricted by any applicable Laws Law or the Investment Guidelines: (a) the Governing Board may approve, enter into into, and ratify transactions in which the Investment Consultant Advisor is acting as principal, including a Master Repurchase Agreement and a Custodial Undertaking Agreement, if applicable, but only to the extent of ministerial acts which are not acts of discretion to be performed only by the Governing Board or the Chief Investment Officer; (b) without limiting the foregoing, the Lead Agent or the Governing Board may enter into transactions with any Participant, the Investment ConsultantAdvisor, the Administrator, the Marketing Agent, a Custodian or any Affiliateaffiliate, officer, director, employee employee, or agent of any of the foregoing (except that in no event shall the Governing Board enter into any transaction with any of the officers, directors, employees, or agents of any Participant including but not limited to the Lead Fiscal Officer if (i) each such transaction has, after disclosure of such affiliation, been approved or ratified by the affirmative vote of a majority of the members of the Governing Board, Board including a majority of the members then in office who are not Affiliates affiliates of any Person person (other than the Participants as Participants) who is a party to the transaction; transaction and (ii) such transaction is, in the opinion of the Chief Investment Lead Fiscal Officer, as evidenced by a written declaration stating such opinion, opinion on terms fair and reasonable to the Participants and at least as favorable to them as similar arrangements for comparable transactions (of which the Lead Fiscal Officer has knowledge) with Person(s) organizations unaffiliated with the Participants or with the other Person person who is a party to the transaction; provided, however, that in no event shall the Lead Agent or the Governing Board enter into any transaction with any of the officers, directors, employees or agents of any Participant, including, but not limited to, the Chief Investment Officer.; (c) in In the absence of fraud, a contract, act act, or other transaction, made, done done, or entered into by the Lead Agent, the Governing Board or the Chief Investment Officer pursuant to this Agreement (unless entered into with any of the officers, directors, employees employees, or agents of any Participant, including, Participant including but not limited to, to the Chief Investment Lead Fiscal Officer), ) is valid, and no advisor, Participant, affiliate, member of the Governing Board, officer, employee employee, or agent of any Participant of the foregoing (including, including but not limited to, to the Lead Agent and Chief Investment OfficerParticipant) shall have any liability by reason of one or more of such Personspersons, individually or jointly with others, being a party or parties to, being directly interested in, or being affiliated with, with such contract, act act, or transaction, transaction or any party thereto, thereto provided that such interest or affiliation is disclosed to the Lead Agent, Governing Board and the Governing Board or the Chief Investment Officer and the Lead Agent, the Governing Board or the Chief Investment Officer authorizes such contract, act act, or other transaction in writing; and (d) any advisor, Participant, affiliate, officer, employee, or agent of any Participant or a member of the Governing Board, Lead Agent or Chief Investment Officer may have, to the extent permitted by applicable Lawsforegoing may, in its his personal capacity, or in a capacity as trustee, officer, director, stockholder, partner, member, agent, advisor advisor, or employee of any Person, person have business interests and engage in business activities in addition to those relating to this Agreement, which interests and activities may be similar to those contemplated by this Agreement and may include the acquisition, syndication, holding, management, operation operation, or disposition of securities, investments investments, and funds, funds for such officer’s, employee’s or agentperson’s own account or for the account of other Person(sperson(s). No Person person shall have any obligation to present to the Lead Agent, a member of the Governing Board, or the Chief Investment Officer Board any investment opportunity which that comes to that Person in him an any capacity other than solely as a advisor, Lead Fiscal Officer, or Participant, even if such opportunity is of a character which, if presented to the Lead Agent, a member of the Governing Board, or the Chief Investment Officer Board could be taken by the Lead Agent, a member of the Governing Board, or the Chief Investment Officer.

Transactions Involving Affiliates. Any provision of this Agreement to the contrary notwithstanding and notwithstanding, except to the extent restricted by any applicable Laws Law or the Investment Guidelines: (a) the Governing Board may approve, enter into and ratify transactions in which the Investment Consultant Advisor is acting as principal, including a Master Repurchase Agreement and a Custodial Undertaking Agreement, if applicable, but only to the extent of ministerial acts which are not acts of discretion to be performed only by the Governing Board or the Chief Investment Officer; (b) without limiting the foregoing, the Lead Agent or the Governing Board may enter into transactions with any Participant, the Investment ConsultantAdvisor, the Administrator, the Marketing Agent, a Custodian or any Affiliate, officer, director, employee or agent of any of the foregoing (except that in no event shall the Governing Board enter into any transaction with any of the officers, directors, employees or agents of any Participant, including, but not limited to, the Lead fiscal Officer) if (i) each such transaction has, after disclosure of such affiliation, been approved or ratified by the affirmative vote of a majority of the members of the Governing Board, including a majority of the members then in office who are not Affiliates of any Person (other than the Participants as Participants) who is a party to the transaction; transaction and (ii) such transaction is, in the opinion of the Chief Investment Lead Fiscal Officer, as evidenced by a written declaration stating such opinion, on terms fair and reasonable to the Participants participants and at least as favorable to them as similar arrangements for comparable transactions (of which the Lead Fiscal Officer has knowledge) with Person(s) organizations unaffiliated with the Participants or with the other Person who is a party to the transaction; provided, however, that in no event shall the Lead Agent or the Governing Board enter into any transaction with any of the officers, directors, employees or agents of any Participant, including, but not limited to, the Chief Investment Officer.; (c) in In the absence of fraud, a contract, act or other transaction, made, done or entered into by the Lead Agent, the Governing Board or the Chief Investment Officer pursuant to this Agreement (unless entered into with any of the officers, directors, employees or agents of any Participant, including, but not limited to, the Chief Investment OfficerLead Fiscal officer), is valid, and no Participantadvisor, Participant or Affiliate, member of the Governing Board, officer, employee or agent of any Participant of the foregoing (including, but not limited to, the Lead Agent and Chief Investment Officerparticipant) shall have any liability by reason of one or more of such Persons, individually or jointly with others, being a party or parties to, being directly interested in, or being affiliated with, such contract, act or transaction, or any party thereto, provided that such interest or affiliation is disclosed to the Lead Agent, Governing Board and the Governing Board or the Chief Investment Officer and the Lead Agent, the Governing Board or the Chief Investment Officer authorizes such contract, act or other transaction in writing; and (d) any advisor, Participant or Affiliate, officer, employee, or agent of any Participant or a member of the Governing Board, Lead Agent or Chief Investment Officer may have, to the extent permitted by applicable Lawsforegoing may, in its his personal capacity, or in a capacity as trusteetrusted, officer, director, stockholder, partner, member, agent, advisor or employee of any Person, have business interests and engage in business activities in addition to those relating to this Agreement, which interests and activities may be similar to those contemplated by this Agreement and may include the acquisition, syndication, holding, management, operation or disposition of securities, investments and funds, for such officer’s, employee’s or agentPerson’s own account or for the account of other Person(s). No Person shall have any obligation to present to the Lead Agent, a member of the Governing Board, or the Chief Investment Officer Board any investment opportunity which comes to that Person in him an any capacity other than solely as a advisor, Lead Fiscal Officer or Participant, even if such opportunity is of a character which, if presented to the Lead Agent, a member of the Governing Board, or the Chief Investment Officer could be taken by the Lead Agent, a member of the Governing Board, or the Chief Investment Officer.

Transactions Involving Affiliates. ‌ Any provision of this Agreement to the contrary notwithstanding and notwithstanding, except to the extent restricted by any applicable Laws Law or the Investment Guidelines: (a) the Governing Board may approve, enter into into, and ratify transactions in which the Investment Consultant Advisor is acting as principal, including a Master Repurchase Agreement and a Custodial Undertaking Agreement, if applicable, but only to the extent of ministerial acts which are not acts of discretion to be performed only by the Governing Board or the Chief Investment Officer; (b) without limiting the foregoing, the Lead Agent or the Governing Board may enter into transactions with any Participant, the Investment ConsultantAdvisor, the Administrator, the Marketing Agent, a Custodian or any Affiliateaffiliate, officer, director, employee employee, or agent of any of the foregoing (except that in no event shall the Governing Board enter into any transaction with any of the officers, directors, employees, or agents of any Participant including but not limited to the Lead Fiscal Officer if (i) each such transaction has, after disclosure of such affiliation, been approved or ratified by the affirmative vote of a majority of the members of the Governing Board, Board including a majority of the members then in office who are not Affiliates affiliates of any Person person (other than the Participants as Participants) who is a party to the transaction; transaction and (ii) such transaction is, in the opinion of the Chief Investment Lead Fiscal Officer, as evidenced by a written declaration stating such opinion, opinion on terms fair and reasonable to the Participants and at least as favorable to them as similar arrangements for comparable transactions (of which the Lead Fiscal Officer has knowledge) with Person(s) organizations unaffiliated with the Participants or with the other Person person who is a party to the transaction; provided, however, that in no event shall the Lead Agent or the Governing Board enter into any transaction with any of the officers, directors, employees or agents of any Participant, including, but not limited to, the Chief Investment Officer.; (c) in In the absence of fraud, a contract, act act, or other transaction, made, done done, or entered into by the Lead Agent, the Governing Board or the Chief Investment Officer pursuant to this Agreement (unless entered into with any of the officers, directors, employees employees, or agents of any Participant, including, Participant including but not limited to, to the Chief Investment Lead Fiscal Officer), ) is valid, and no advisor, Participant, affiliate, member of the Governing Board, officer, employee employee, or agent of any Participant of the foregoing (including, including but not limited to, to the Lead Agent and Chief Investment OfficerParticipant) shall have any liability by reason of one or more of such Personspersons, individually or jointly with others, being a party or parties to, being directly interested in, or being affiliated with, with such contract, act act, or transaction, transaction or any party thereto, thereto provided that such interest or affiliation is disclosed to the Lead Agent, Governing Board and the Governing Board or the Chief Investment Officer and the Lead Agent, the Governing Board or the Chief Investment Officer authorizes such contract, act act, or other transaction in writing; and (d) any advisor, Participant, affiliate, officer, employee, or agent of any Participant or a member of the Governing Board, Lead Agent or Chief Investment Officer may have, to the extent permitted by applicable Lawsforegoing may, in its his personal capacity, or in a capacity as trustee, officer, director, stockholder, partner, member, agent, advisor advisor, or employee of any Person, person have business interests and engage in business activities in addition to those relating to this Agreement, which interests and activities may be similar to those contemplated by this Agreement and may include the acquisition, syndication, holding, management, operation operation, or disposition of securities, investments investments, and funds, funds for such officer’s, employee’s or agentperson’s own account or for the account of other Person(sperson(s). No Person person shall have any obligation to present to the Lead Agent, a member of the Governing Board, or the Chief Investment Officer Board any investment opportunity which that comes to that Person in him an any capacity other than solely as a advisor, Lead Fiscal Officer, or Participant, even if such opportunity is of a character which, if presented to the Lead Agent, a member of the Governing Board, or the Chief Investment Officer Board could be taken by the Lead Agent, a member of the Governing Board, or the Chief Investment Officer.