Common use of Workforce Inclusion Clause in Contracts

Workforce Inclusion. The Manager shall use good faith-efforts to ensure, to the maximum extent possible, the fair inclusion of women and minorities in the Manager’s workforce. The Manager will maintain sufficient documentation that permits the FRBNY to determine whether or not the Manager has made a good-faith effort in this regard. The Manager understands that the FRBNY’s Diversity & Inclusion Office may make a determination about whether the Manager has made the required good-faith effort and may recommend termination of the Agreement if the FRBNY’s Diversity & Inclusion Office determines that the required good-faith effort has not been made. The FRBNY shall notify the Manager of such recommendation, and the Manager shall devise a plan to make such good faith-efforts which is acceptable to the FRBNY. If the Manager has not proceeded diligently to execute the plan within 6 months thereafter or other time and manner accepted by the FRBNY, the FRBNY may proceed to terminate the Agreement based on that recommendation. Any termination of the Agreement by the FRBNY pursuant to this Section 32.1 will be without cost or penalty to the FRBNY (except payment for services rendered prior to the termination date) notwithstanding any other provision of the Agreement to the contrary. Furthermore, any termination pursuant to this Section 32.1 will not be deemed a termination for breach by the Manager of the Agreement. The Manager’s contact for notices from the FRBNY’s Diversity & Inclusion Office is Head of Financial Markets Advisory group, email:

Workforce Inclusion. The Manager Consultant shall use good faith-efforts effo1ts to ensure, to the maximum extent possible, the fair inclusion of women and minorities in the Manager’s Consultant's workforce. The Manager Consultant will maintain sufficient documentation that permits pe1mits the FRBNY Bank to determine dete1mine whether or not the Manager Consultant has made a good-faith effort in this regard. The Manager Consultant understands that the FRBNY’s Bank's Diversity & Inclusion Office may make a determination detennination about whether the Manager Consultant has made the required good-faith effort effo1t and may recommend termination of the Agreement this agreement if the FRBNY’s Bank's Diversity & Inclusion Office determines that the required good-faith effort effo1t has not been made. The FRBNY Bank shall notify the Manager Consultant of such recommendation, and the Manager Consultant shall devise a plan to make such good faith-efforts which effo1ts that is acceptable to the FRBNYBank. If the Manager Consultant has not proceeded diligently to execute the plan within 6 six months thereafter or such other time and manner mam1er accepted by the FRBNYBank, the FRBNY Bank may proceed to terminate the Agreement te1minate this agreement based on that recommendation. Any termination te1mination of the Agreement this agreement by the FRBNY t he Bank pursuant to this Section 32.1 section will be without cost or penalty to the FRBNY Bank (except payment for services se1vices rendered prior to the termination dateeffective date of the te1mination) notwithstanding any other provision of the Agreement this agreement to the contrarycontraiy. FurthermoreFurtl1ennore, any termination tennination pursuant to this Section 32.1 section will not be deemed a termination for breach of this agreement by the Manager of the AgreementConsultant. The Manager’s Consultant's contact for notices from the FRBNY’s Bank's Diversity & Inclusion Office is Head of Financial Markets Advisory groupChief Talent Officer, email:CLEARED FOR RELEASE

Workforce Inclusion. The Manager shall use good faith-efforts to ensure, to the maximum extent possible, the fair inclusion of women and minorities in the Manager’s workforce. The Manager will maintain sufficient documentation that permits the FRBNY to determine whether or not the Manager has made a good-faith effort in this regard. The Manager understands that the FRBNY’s Diversity & Inclusion Office may make a determination about whether the Manager has made the required good-faith effort and may recommend termination of the Agreement if the FRBNY’s Diversity & Inclusion Office determines that the required good-faith effort has not been made. The FRBNY shall notify the Manager of such recommendation, and the Manager shall devise a plan to make such good faith-efforts which is acceptable to the FRBNY. If the Manager has not proceeded diligently to execute the plan within 6 months thereafter or other time and manner accepted by the FRBNY, the FRBNY may proceed to terminate the Agreement based on that recommendation. Any termination of the Agreement by the FRBNY pursuant to this Section 32.1 section will be without cost or penalty to the FRBNY (except payment for services rendered prior to the termination date) notwithstanding any other provision of the Agreement to the contrary. Furthermore, any termination pursuant to this Section 32.1 section will not be deemed a termination for breach by the Manager of the Agreement. The Manager’s contact for notices from the FRBNY’s Diversity & Inclusion Office is Head of Financial Markets Advisory group, email:: . 608182.4 Page 22 of 35 25MAR2020 AGREED: BLACKROCK FINANCIAL MANAGEMENT, INC. AGREED: FEDERAL RESERVE BANK OF NEW YORK 608182.4 Page 23 of 35 25MAR2020 AGREED: BLACKROCK FINANCIAL MANAGEMENT, INC. AGREED: FEDERAL RESERVE BANK OF NEW YORK 608182.4 Page 23 of 35 25MAR2020 Schedule of Exhibits: Exhibit A Investment Guidelines Exhibit B Power of Attorney Exhibit C Authorized Counterparties Exhibit D Fee Schedule and Payment Procedures Exhibit E Designated Representatives of the FRBNY Exhibit F Key Personnel Exhibit G Information Barrier and Conflicts of Interest Mitigation Procedures 608182.4 Page 24 of 35 25MAR2020 Exhibit A Investment Guidelines These Investment Guidelines provide a framework for the investment managers in approaching investment decisions, including decisions of the Manager with respect to the Account. Collectively the accounts managed by the investment managers, including the Account managed by the Manager, are referred to as the "Portfolio". The Investment Guidelines will be reviewed by the FRBNY on a periodic basis and revised as necessary.

Workforce Inclusion. The Manager shall use good faith-efforts to ensure, to the maximum extent possible, the fair inclusion of women and minorities in the Manager’s workforce. The Manager will maintain sufficient documentation that permits the FRBNY to determine whether or not the Manager has made a good-faith effort in this regard. The Manager understands that the FRBNY’s Diversity & Inclusion Office may make a determination about whether the Manager has made the required good-faith effort and may recommend termination of the Agreement if the FRBNY’s Diversity & Inclusion Office determines that the required good-faith effort has not been made. The FRBNY shall notify the Manager of such recommendation, and the Manager shall devise a plan to make such good faith-efforts which is acceptable to the FRBNY. If the Manager has not proceeded diligently to execute the plan within 6 months thereafter or other time and manner accepted by the FRBNY, the FRBNY may proceed to terminate the Agreement based on that recommendation. Any termination of the Agreement by the FRBNY pursuant to this Section 32.1 section will be without cost or penalty to the FRBNY (except payment for services rendered prior to the termination date) notwithstanding any other provision of the Agreement to the contrary. Furthermore, any termination pursuant to this Section 32.1 section will not be deemed a termination for breach by the Manager of the Agreement. The Manager’s contact for notices from the FRBNY’s Diversity & Inclusion Office is Head of Financial Markets Advisory group, email:: . 608182.4 Page 22 of 35 25MAR2020 AGREED: BLACKROCK FINANCIAL MANAGEMENT, INC. AGREED: FEDERAL RESERVE BANK OF NEW YORK 608182.4 Page 23 of 35 25MAR2020 AGREED: BLACKROCK FINANCIAL MANAGEMENT, INC. AGREED: FEDERAL RESERVE BANK OF NEW YORK 608182.4 Page 23 of 35 25MAR2020 Schedule of Exhibits: Exhibit A Investment Guidelines Exhibit B Power of Attorney Exhibit C Authorized Counterparties Exhibit D Fee Schedule and Payment Procedures Exhibit E Designated Representatives of the FRBNY Exhibit F Key Personnel Exhibit G Information Barrier and Conflicts of Interest Mitigation Procedures 608182.4 Page 24 of 35 25MAR2020 EXHIBIT A INVESTMENT GUIDELINES These Investment Guidelines provide a framework for the investment managers in approaching investment decisions, including decisions of the Manager with respect to the Account. Collectively the accounts managed by the investment managers, including the Account managed by the Manager, are referred to as the "Portfolio". The Investment Guidelines will be reviewed by the FRBNY on a periodic basis and revised as necessary.