Exhibit 99.(h)(8)
SECURITIES LENDING AGREEMENT
SECURITIES LENDING AGREEMENT
CUSTOMER AGREEMENT
This Securities Lending Agreement, made as of this 1st day of January, 2007
including all exhibits attached hereto, all of the terms of which are
incorporated herein by reference, in each case, as amended and/or supplemented
from time to time in accordance with the terms hereof (this "Agreement"), by and
between U.S. Bank National Association (the "Bank") and First American Funds,
Inc. - Government Obligations Fund (the "Customer").
WITNESSETH:
WHEREAS, Customer is an open-end management investment company registered
under the Investment Company Act of 1940 (the "1940 Act") which offers its
shares representing a distinct pool of short-term U.S. government securities,
repurchase agreements secured by U.S. government securities and U.S. government
obligations money market funds (collectively "Property"); and
WHEREAS, the Customer desires to have the Bank engage in securities lending
as Customer's agent with respect to certain Securities; and
WHEREAS, the Bank and the Customer desire to specify the terms and
conditions under which such securities lending will be performed.
NOW, THEREFORE, in consideration of the mutual premises, covenants and
undertakings set forth herein, the parties hereto agree as follows:
1. Definitions: For purposes hereof:
"Borrower" shall be, subject to the other provisions of this
Agreement, one or more (i) broker-dealers registered under the Securities
Exchange Act of 1934 (the "1934 Act"); (ii) broker-dealers exempt from
registration under 15(a)(1) of the 1934 Act as a dealer in exempted
Government Securities, or (iii) bank(s), with which the Bank or one of its
agents has established a securities lending agreement whereby Borrower may
borrow Securities and which the Customer has expressly approved in
accordance with the last sentence of this paragraph. Such potential
Borrowers are listed in Exhibit A attached hereto. Borrowers may be added
to or deleted from Exhibit A by (i) the Customer by means of written notice
delivered by the Customer to the Bank, or (ii) written notice delivered by
the Bank to the Customer which is confirmed by the Customer via letter, fax
or e-mail.
"Borrower Agreement" shall have the meaning provided such term in
Section 3(a) hereof.
"Business Day" shall mean, with respect to any Loan hereunder, a day
on which regular trading occurs in the principal market for the Loaned
Securities subject to such Loan, provided, however, that for purposes of
determining the Market Value of any
Securities hereunder, such term shall mean a day on which regular trading
occurs in the principal market for the Securities whose value is being
determined. Notwithstanding the foregoing, in no event shall a Saturday or
Sunday be considered a Business Day.
"Close of Trading" shall mean, with respect to any Security, the end
of the primary trading session established by the principal market for such
Security on a Business Day.
"Collateral" shall be collateral which the Bank shall receive from
Borrower(s) to secure Loans on behalf of a Customer in the form of (i) cash
denominated in United States dollars ("Cash Collateral"), (ii) securities
issued or guaranteed by the United States Government or its agencies, or
(iii) irrevocable bank letters of credit issued by a person other than the
Borrower or an affiliate thereof, or equivalent obligation denominated in
United States dollars.
"Government Securities" shall mean government securities as defined in
Section 3(a)(42)(A)-(C) of the 1934 Act, as amended.
"Loans" shall be the lending of Securities to Borrower(s).
"Loaned Securities" shall be those Securities which are loaned to the
Borrower(s) by the Bank, securities identical to such Securities, or
securities equivalent to such loaned securities in the event of a
reorganization, recapitalization or merger affecting the originally loaned
securities.
"Margin Percentage" shall mean, with respect to any Loan as of any
date, a percentage agreed to by the Borrower and the Bank, provided that in
no event shall the Margin Percentage be less than 100% of the Market Value
of the Loaned Securities.
"Xxxx to Market" shall be the procedure whereby the Bank determines
the Market Value of securities Collateral and Loaned Securities.
"Market Value" shall be:
(i) If the principal market for the securities to be valued is a
national securities exchange in the United States, their Market Value
shall be determined by their last sale price on such exchange at the
most recent Close of Trading or, if there was no sale on the Business
Day of the most recent Close of Trading, by the last sale price at the
Close of Trading on the next preceding Business Day on which there was
a sale on such exchange, all as quoted on the Consolidated Tape or, if
not quoted on the Consolidated Tape, then as quoted by such exchange,
including where applicable, accrued interest to the extent not already
included therein, unless market practice with respect to the valuation
of such securities in connection with securities loans is to the
contrary.
(ii) If the principal market for the securities to be valued is
the over-the-counter market, and the securities are quoted on The
Nasdaq Stock Market ("Nasdaq"), their Market Value shall be the last
sale price on Nasdaq at the most
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recent Close of Trading or, if the securities are issues for which
last sale prices are not quoted on Nasdaq, the last bid price at such
Close of Trading. If the relevant quotation did not exist at such
Close of Trading, then the Market Value shall be the relevant
quotation on the next preceding Close of Trading at which there was
such a quotation, including where applicable, accrued interest to the
extent not already included therein, unless market practice with
respect to the valuation of such securities in connection with
securities loans is to the contrary.
(iii) Except as provided in Subsection (iv) of this definition,
if the principal market for the securities to be valued is the
over-the-counter market, and the securities are not quoted on Nasdaq,
their Market Value shall be determined in accordance with market
practice for such securities, based on the price for such securities
as of the most recent Close of Trading obtained from a generally
recognized source agreed to by the Bank and the Borrower(s) or the
closing bid quotation at the most recent Close of Trading obtained
from such a source. If the relevant quotation did not exist at such
Close of Trading, then the Market Value shall be the relevant
quotation on the next preceding Close of Trading at which there was
such a quotation, including where applicable, accrued interest to the
extent not already included therein, unless market practice with
respect to the valuation of such securities in connection with
securities loans is to the contrary.
(iv) The Market Value of a letter of credit shall be the
outstanding amount thereof.
"Person" shall be any natural person, corporation, partnership,
limited partnership, joint venture, firm, association, trust,
unincorporated organization, government or governmental agency or political
subdivision or any other entity, whether acting in an individual, fiduciary
or other capacity.
"Securities" shall be securities, of any type, that are owned or
controlled by the Customer and that have been hereby approved for use in
securities lending by the Customer.
"Substitute Payments" shall mean payments in amounts equal to all
distributions made to holders of Loaned Securities during the term of the
loan, including, but not limited to, interest payments.
2. Appointment and Acceptance. The Customer hereby appoints the Bank as its
agent for the purpose of lending Securities; and the Bank hereby agrees to
accept such appointment and act in such capacity.
3. Delivery of Securities; Receipt of Collateral; Return of Collateral.
Until given written notice of termination pursuant to Section 15, the Customer
hereby authorizes the Bank, and the Bank agrees, to undertake the following:
(a) To enter into and maintain securities loan agreements with
Borrower(s) which set forth terms consistent with this Agreement. The
Customer acknowledges that the standard form(s) of Borrower Agreement(s)
entered or to be entered with Borrowers will
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be substantially in the form of the most current Master Securities Loan
Agreement produced by the Bond Market Association and the Customer
authorizes the Bank to lend Securities to Borrowers pursuant to agreements
substantially in the form thereof (each such agreement referred to herein
as a "Borrower Agreement"). The Customer may from time to time direct the
Bank not to enter into loans with a Borrower, as the Customer specifies by
written notice to the Bank, in each case notwithstanding the Customer's
prior approval of such Borrower in accordance with the terms contained
herein.
(b) To negotiate fees with Borrowers in connection with securities
lending, subject to the following requirements. In the case of a Loan for
which the Collateral is Cash Collateral, the Bank shall negotiate a fee
(the "Borrower Rebate Fee") to be paid by the Bank to the Borrower on
behalf of the Customer. In the case of a Loan for which the Collateral is
non-cash, the Bank shall negotiate a loan fee to be paid by the Borrower.
(c) To deliver to Borrowers, from time to time, such Securities as the
Bank may in its discretion select for securities lending in accordance with
this Agreement.
(d) To use the securities lending services of other financial
institutions, including, without limitation, FAF Advisors, Inc. ("FAF
Advisors") and other financial institutions that are affiliates of the
Bank, as agents of the Bank, for the benefit of the Customer, as the Bank
in its discretion shall determine to be necessary or desirable to perform
securities lending on behalf of the Customer.
(e) In connection with each Loan, to receive from the Borrower, at the
time the Securities are loaned, Collateral of a value at least equal to
102% of the then current Market Value of the Loaned Securities. Such
Collateral shall be held as security by the Bank on behalf of the Customer
for the due and punctual performance by the Borrower of any and all of the
Borrower's obligations under the Borrower Agreement.
(f) To hold and safekeep the Collateral on behalf of the Customer with
other securities lending collateral held by the Bank, provided that the
Customer's specific interest in the Customer's Collateral shall at all
times be noted in the records of the Bank, provided further, however, that
all Collateral shall be held separate from any other securities held by the
Bank on behalf of an other person or entity.
(g) To invest Cash Collateral for the benefit of the Customer
exclusively in short-term U.S. government securities, repurchase agreements
secured by U.S. government securities and U.S. government obligations money
market funds.
(h) Upon termination of any Loan, to liquidate Cash Collateral
investments made with the Collateral and to return the Collateral to the
Borrower in accordance with the Borrower Agreement so long as the Borrower
is not in default and the Bank receives the Loaned Securities from the
Borrower.
(i) To receive from the Borrower Substitute Payments and to forward
such Substitute Payments to the Customer.
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(j) To pay to the Borrower all interest payments, including Substitute
Payments, received on Securities which are held as Collateral, provided
that there is no material default by the Borrower of the terms and
conditions of the Borrower Agreement, in cases where the Borrower has
provided non-cash Collateral in the form of securities, in whole or in
part.
(k) To originate or terminate any Loan at any time as the Bank may in
its discretion determine pursuant to the terms of this Agreement, without
prior notice to the Customer.
(l) In connection with the Customer's Loaned Securities, to collect
loan fees owed by Borrowers and income earned on Cash Collateral
investments, and to dispose of such monies pursuant to Sections 3(b) and 8
of this Agreement.
(m) To disclose to any Borrower, the name of the Customer and such
other information required by such Borrower or such Person to enable such
Borrower or such Person to comply with applicable federal or state law, as
the Bank may in its discretion deem necessary.
4. To group the Customer's securities together with the securities of other
securities lending customers for the purposes of facilitating Loans to
Borrowers. The Customer acknowledges that whether particular securities are
loaned depends on many variables, including, but not limited to, the demand for
a particular security by Borrowers, and the quantity of a particular security
that is held in the lendable pool, and that the Bank cannot ensure that the
Customer's Securities will become the subject of any particular Loan or that the
Customer's Securities will be loaned.
5. Xxxx to Market. The Bank shall on a daily basis (a) Xxxx to Market
Loaned Securities and Collateral. If the Market Value of the Collateral at the
close of trading on a Business Day is less than the Margin Percentage of the
Market Value of the Loaned Securities at the close of trading on that day, the
Borrower shall deliver, by the close of business on the following Business Day,
an additional amount of Collateral the Market Value of which, together with the
Market Value of all previously delivered collateral, equals at least the Margin
Percentage of the Market Value of the Loaned Securities as of such preceding
day. In the event that the Market Value of the Collateral exceeds the Margin
Percentage of the Market Value of the Loaned Securities, part of the Collateral
may be returned to the Borrower as long as the Market Value of the remaining
Collateral equals at least the Margin Percentage of the Market Value of the
Loaned Securities.
6. Accountings. The Bank shall include in a monthly report to the Customer
daily information concerning all securities loans outstanding, including an
accounting of all securities lending transactions.
7. Loan Termination by Customer.
(a) Unless otherwise agreed in writing, the Customer may, in its
discretion, elect to terminate a Loan on a termination date established by
notice given to the Bank prior to the close of business on a Business Day.
The termination date established by a
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termination notice shall be a date no earlier than the standard settlement
date that would apply to a purchase or sale of the Loaned Securities, which
date shall be determined in accordance with the terms of the Borrower
Agreement. Upon receipt of such notice, the Bank shall notify the
appropriate Borrower for return of the Loaned Securities in accordance with
the terms of the Borrower Agreement.
(b) The Bank shall be deemed to have received appropriate notice as
required by this Section 7 upon receipt of written or oral directions (i)
signed or given by any person whose name and signature is listed on the
most recent certificate delivered by the Customer to the Bank which lists
those persons authorized to give directions in the name and on behalf of
the Customer or (ii) signed or given by any other person(s), duly
authorized by the Customer to give directions to the Bank hereunder or whom
the Bank reasonably believes to be so authorized. Appropriate notice as
required by this Section 7 shall include notice sent to the Bank by letter,
memorandum, telegram, cable, telex, telecopy facsimile, video (CRT)
terminal or other "on-line" system, or similar means of communication, or
given over the telephone or in person.
8. Fees.
(a) The Customer shall pay fees to the Bank in the amount and at such
times set forth on Exhibit B attached hereto and made a part hereof as
though fully set forth herein. The provisions of Exhibit B may be
renegotiated at any time upon five days written notice by either party
hereto and may be amended by a separate writing between the Bank and the
Customer. The Bank shall charge such fees against the net income received
as proceeds from securities lending transactions (after payment of any
applicable Borrower Rebate Fees) ("Net Income"); provided, however, that if
not so charged, the Customer shall pay such fees.
(b) Any Borrower Rebate Fee incurred by a Customer arising from the
receipt of cash as Collateral for Loaned Securities shall be charged
against the gross income received by the Customer as proceeds from
securities lending transactions and the Bank shall pay such Borrower Rebate
Fee to the appropriate Borrower on behalf of the Customer; provided,
however, that if not so charged, the Customer shall pay such Borrower
Rebate Fee.
9. Customer Representations and Warranties.
(a) The Customer represents and warrants that: (i) the Customer has
the legal right, power and authority to execute, deliver and perform this
Agreement and to carry out all of the transactions contemplated hereby;
(ii) the execution and delivery of this Agreement by the Customer will not
violate any provision of its charter, bylaws or any other governing
documents, or any law, or any regulation, interpretation or order or any
court or other government agency, or judgment, applicable to the Customer;
(iii) the Customer has obtained all necessary authorizations, including
those from any persons who may have an interest in the Securities,
including the consent or approval of any governmental agency or
instrumentality; (iv) the execution, delivery and performance of this
Agreement and the carrying out of any of the transactions contemplated
hereby will
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not be in conflict with, result in a breach of or constitute a default
under any agreement or other instrument to which the Customer is a party or
which is otherwise known to the Customer, including but not limited to,
liens against and/or pledges of Securities; and (v) all persons executing
this Agreement on behalf of the Customer and carrying out the transactions
contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "investment
company" as that term is defined in the Investment Company Act of 1940 (the
"1940 Act") and that it will indicate each Borrower that is an "affiliate,"
as that term is defined in the 1940 Act by instructing the Bank not to lend
the Customer's Securities to such Borrower, such instruction to be given by
completion of Exhibit A hereto.
(c) The Customer is aware that it is possible to loan portfolio
securities without incurring the loan fees payable pursuant hereto by
administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns,
controls or possesses securities which may be lent pursuant to this
agreement is identified in the Customer Information Sheet attached hereto
and made a part hereof as though fully set forth herein, such Customer
Information Sheet to be updated from time to time upon written notice to
the Bank from the Customer (the "Customer Information Sheet") and that the
tax identification number of such Person is set forth opposite such
Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that the information
contained in the attached Customer Information Sheet is complete and
accurate in all respects as of the date hereof and the Customer
acknowledges and affirms that the Bank may rely upon the accuracy and
completeness of the information contained in the Customer Information Sheet
in complying with its obligations under applicable laws and regulations.
(f) The Customer represents and warrants that all recitals contained
herein are true and correct in all respects.
10. The Bank's Responsibilities. The Bank's duties and responsibilities
shall only be those expressly set forth in this Agreement. The Bank hereby
agrees that it shall at all times during the term of this Agreement exercise its
reasonable care and efforts in performing its obligations hereunder. The Bank
will perform such obligations and responsibilities in accordance with all
applicable laws, including, but not limited to Securities and Exchange
Commission (SEC") rules and regulations. The Bank intends to rely on previously
obtained exemptive relief orders issued by SEC in performing its
responsibilities under this Agreement. Neither the Bank nor its agents shall be
responsible for any loss or liability arising from their performance of the
Bank's duties under this Agreement, except for direct loss or liability (but not
consequential or punitive damages) arising from the Bank's, or its agent's,
willful misfeasance, bad faith or negligence in the performance of the Bank's
duties under this Agreement. In no event shall the Bank be liable for special,
indirect or consequential damages, or lost profits or loss of business, arising
under or in connection with this Agreement, even if previously informed of the
possibility of such damages and regardless of the form of action.
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11. Customer Responsibilities.
(a) The Customer agrees to (i) promptly notify the Bank of any change
that the Customer wishes to make to Exhibit A, (ii) promptly notify the
Bank if any information contained in the Customer Information Sheet becomes
inaccurate or untrue and (iii) indemnify the Bank for any losses resulting
from the Customer's failure to adhere to the provisions of Subsection (a)
of this Section 11.
(b) The Customer agrees that, to the extent any loss arising out of
investments of Cash Collateral in the Selected Series results in a
deficiency in the amount of Collateral available for return to a Borrower,
the Customer shall pay to the Bank, on demand, cash in an amount equal to
such deficiency.
(c) The Customer acknowledges that the Bank is acting as an agent on
the Customer's behalf in connection with the lending of the Customer's
assets and the investment of cash received as Collateral for such Loans.
The Customer understands that it bears the risks of investment loss,
including any decline in value of Cash Collateral investment and loss
resulting from any securities lending default by a Borrower.
(d) The Customer acknowledges that it is responsible for paying any
taxes that are incurred as a result of Loans made on behalf of the
Customer, and the Customer agrees that it shall reimburse the Bank for any
taxes paid on Customer's behalf by the Bank.
(e) The Customer agrees to reimburse the Bank and to hold the Bank
harmless from and against any and all costs, expenses, damages, liabilities
or claims, including reasonable fees and expenses of counsel incurred by
the Bank which the Bank may sustain or incur or which may be asserted
against the Bank by reason of or as a result of any action taken or omitted
by the Bank in connection with operating under this Agreement (including,
but not limited to, actions or omissions related to the lending of
Securities to Borrowers or the holding or investment of Collateral or
resulting from the Customer's failure to comply with its obligations under
Section 11(a) hereof) other than those costs, expenses, damages,
liabilities or claims arising out of the Bank's negligence, bad faith or
willful misfeasance, as adjudicated by a court of competent jurisdiction.
The foregoing shall be a continuing obligation of the Customer and the
Customer's successors and assigns, notwithstanding the termination of any
Loans hereunder or of this Agreement. The Bank may charge any amounts to
which it is entitled hereunder against the account in which the Customer's
Securities are held.
12. Indemnification.
(a) In the event of a Borrower's material default of the terms and
conditions of the Borrower Agreement, the Bank shall:
(i) take all actions the Bank deems appropriate, in its
discretion, to liquidate the Collateral,
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(ii) at its own expense, but subject to the Customer's
obligations pursuant to Section 11(c) hereto, replace as soon as
reasonably practicable such Loaned Securities with identical
securities or the equivalent thereof in the event of a reorganization,
recapitalization or merger of the issuer of the Loaned Securities, or
(iii) if the Bank is unable to obtain replacement securities, the
Bank shall provide the Customer with immediately available funds in an
amount equal to the Market Value of such Loaned Securities. The Market
Value shall be calculated (1) in the case of a Borrower insolvency, on
the date of such insolvency, or (2) in the case of a Borrower's
failure to return Loaned Securities, on the date that the Bank
deposits funds to the Customer's account.
(b) If the Market Value of the Collateral on the date of such
replacement or credit is less than that which is required to purchase
replacement securities or to provide equivalent funds to the Customer as a
result of a decrease in the Market Value of investments of Cash Collateral,
the Bank will not be responsible for such decrease. In such event, the Bank
shall purchase and deposit replacement securities, or deposit cash to the
Customer's account, in an amount equal to the then current Market Value of
Cash Collateral investments. If the Market Value of the Collateral on the
date of such replacement or credit is less than that which is required to
purchase replacement securities or to credit equivalent funds to Customer's
account as a result of any reason other than a decrease in the Market Value
of investments of Cash Collateral, Bank shall pay such additional amounts
as are necessary to purchase replacement securities in an amount equal to
the Market Value of such Loaned Securities or credit equivalent funds to
Customer's account as of the date of such replacement. The Bank shall not
be liable for any appreciation in the Market Value of the Loaned Securities
subsequent to such date.
(c) The Customer agrees that the Bank shall be subrogated to the
rights of the Customer in the Collateral and against the Borrower to the
extent of any amount paid by the Bank to the Customer hereunder.
(d) Except as provided for herein, the Bank shall have no additional
liability to the Customer relating to any Borrower's failure to return
Loaned Securities and no duty or obligation to take action to effect
payment by a Borrower of any amounts owed by such Borrower pursuant to the
Borrower Agreement.
(e) Notwithstanding the foregoing, the Bank shall not be required to
act inconsistently with (i) any court or government agency order regarding
such Collateral or (ii) the Borrower Agreement.
(f) With respect to its use in this Section 12, a Borrower's
"insolvency" is defined to mean any of the following: (i) the Borrower
shall commence any case or proceeding under any bankruptcy, insolvency,
reorganization, liquidation, dissolution or similar law, or seek the
appointment of a receiver, conservator, trustee, custodian or similar
official for such party or any substantial part of its property; (ii) any
case, proceeding or appointment referred to in the preceding Clause (i)
shall be commenced against the
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Borrower, or any application shall be filed against the Borrower for a
protective decree under the provisions of the Securities Investor
Protection Act of 1970 as amended, any of which (aa) is consented to or not
timely contested by the Borrower, (bb) results in the entry of any order
for relief, such an appointment, the issuance of such a protective decree
or the entry of any order having a similar effect, or (cc) is not dismissed
within 15 days; (iii) the Borrower shall make a general assignment for the
benefit of creditors; or (iv) the Borrower shall admit in writing its
inability to pay its debts as they become due.
13. Agreement Modification. This Agreement, together with the Exhibits
hereto, contains a complete statement of the parties with respect to its subject
matter, supersedes all existing agreements between them concerning the subject
and cannot be amended or modified in any manner except by a written agreement
executed by all parties hereto. Notwithstanding the foregoing, Exhibit A may be
amended in the manner set forth in the definition of "Borrower" contained in
Section 1 and the fee schedule set forth in Exhibit B may be renegotiated and
amended in the manner set forth in Section 8(a).
14. Notice. Any notice required to be given in writing under this Agreement
shall be delivered by hand or mailed by registered mail, postage prepaid, to FAF
Advisors, Inc., 000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention:
Securities Lending, or such other address provided by the Bank, and to the
Customer at the most recent address of such party provided to the Bank.
15. Termination. This Agreement may be terminated at any time by the Bank
or the Customer upon thirty (30) days prior written notice to the other party.
All outstanding Loans, unless a Customer shall specify otherwise, shall remain
outstanding until such Loans terminate pursuant to the securities loan agreement
with Borrower, even if such date is past the termination date established by
either party pursuant to this Section 15 (but subject to Section 7 and to any
other agreement between the Customer and the Bank).
16. Assignment. This Agreement shall not be assignable by the Bank or the
Customer without the written consent of the other party, except that the Bank
may assign this Agreement to an affiliate of the Bank. Subject to the preceding
sentence hereof, this Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective successors and assigns.
17. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Minnesota without reference to its
conflicts or choice of law principles.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
the day and year first above written.
FIRST AMERICAN FUNDS, INC. - GOVERNMENT
OBLIGATIONS FUND
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Its:
-----------------------------------
[Customer Signature Page]
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Its: Product Manager, Securities Lending
[U.S. Bank Signature Page]
EXHIBIT A
APPROVED BORROWERS
THE FOLLOWING ENTITIES ARE PRE-APPROVED AS "BORROWERS" PURSUANT TO SECTION 1 OF
THE AGREEMENT UNLESS THE CUSTOMER PLACES AN "X" ON THE LINE ACROSS FROM A
BORROWER NAME.
ABN Amro Bank N.V. New York Branch ______________________
ABN Amro Incorporated ______________________
Ameritrade Clearing ______________________
Bank of America Securities, LLC ______________________
Barclays Capital Inc. ______________________
Bear, Xxxxxxx and Co. Inc. ______________________
Bear, Xxxxxxx Securities Corp. ______________________
BNP Paribas Securities Corp. ______________________
Calyon Securities (USA) Inc. ______________________
Cantor Xxxxxxxxxx Securities ______________________
CIBC World Markets ______________________
Citadel Trading Group, LLC ______________________
Citigroup Global Markets, Inc. ______________________
Credit Suisse Securities (USA) LLC ______________________
Deutsche Bank NA ______________________
Deutsche Bank Securities, Inc. ______________________
Dresdner Kleinwort Xxxxxxxxxxx Securities, LLC ______________________
Xxxxxxx, X.X. Inc. ______________________
First Clearing, LLC (Wachovia Corp.) ______________________
Fortis Securities, LLC ______________________
Xxxxxxx Sachs & Co., Incorporated ______________________
RBS Greenwich Capital, Inc. ______________________
HSBC Securities (USA), Inc. ______________________
ING Financial Markets, LLC ______________________
Xxxxxxxxx & Company, Inc. ______________________
Xxxxxx Brothers, Inc. ______________________
Xxxxxxx Xxxxx Government Securities Inc. ______________________
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Inc. ______________________
Xxxxxx Xxxxxxx & Co., Inc. ______________________
X.X. Xxxxxx Securities, Inc. ______________________
X.X. Xxxxxx Xxxxx Bank ______________________
Paloma Securities, LLC ______________________
Xxxxxxx Xxxxx & Associates, Incorporated ______________________
RBC Xxxx Xxxxxxxx ______________________
RBC Capital Markets Corporation ______________________
SG Americas Securities, LLC ______________________
Societe Generale, New York Branch ______________________
Swiss American Securities, Incorporated ______________________
UBS Securities LLC ______________________
Wachovia Bank NA ______________________
Wachovia Securities, Inc. ______________________
PLEASE INITIAL HERE TO APPROVE BORROWERS /s/ CDG
---------------------------------
Exh. A-1
EXHIBIT B
SECURITIES LENDING FEE
The Customer shall pay to the Bank monthly fees for administering the securities
lending program. The monthly fee shall equal 25% of the series' Net Income
during such month. The monthly fee shall be calculated and retained by the Bank
out of the Customer's aggregate Net Income for such month; provided, however,
that if the fee is not so retained, the Customer shall pay such fee upon request
from the Bank.
CUSTOMER INFORMATION SHEET
Please provide the Bank with the following information:
Name: ________________________________________________________
Tax identification number: ___________________________________
Principal place of business: _________________________________
State and nation of incorporation or organization: _____________________________
Address (or the address of
your registered agent) within
state of incorporation or organization: ________________________________________
Please set forth below the name of each entity which owns, controls or possesses
securities which may be lent pursuant to the Customer Agreement and the tax
identification number of such entity (attach additional pages if necessary):
NAME TAX ID
---- ------------
_____________________________________ ____________
_____________________________________ ____________
_____________________________________ ____________
_____________________________________ ____________
_____________________________________ ____________
_____________________________________ ____________
_____________________________________ ____________
_____________________________________ ____________
_____________________________________ ____________
_____________________________________ ____________
