SECURITIES LENDING AUTHORIZATION AGREEMENT
Between
THE CLIENTS IDENTIFIED ON SCHEDULE A
and
STATE STREET BANK AND TRUST COMPANY
w:client\BULLBEA1.doc
(MUTUALSB)
TABLE OF CONTENTS
PAGE
1. APPOINTMENT OF STATE STREET.................................... 1
2. SECURITIES TO BE LOANED........................................ 1
3. BORROWERS...................................................... 2
4. SECURITIES Loan AGREEMENTS..................................... 3
5. LOANS OF AVAILABLE SECURITIES.................................. 4
6. DISTRIBUTIONS ON AND VOTING RIGHTS WITH RESPECT TO
LOANED SECURITIES.............................................. 4
7. COLLATERAL..................................................... 5
8. COMPENSATION FOR THE CLIENT AND STATE STREET................... 6
9 FEE DISCLOSURE................................................. 7
10. RECORD KEEPING AND REPORTS..................................... 7
11. STANDARD OF CARE............................................... 8
12. REPRESENTATIONS AND WARRANTIES................................. 8
13. DEFINITIONS.................................................... 9
14. CONTINUING AGREEMENT; TERMINATION; REMEDIES.................... 10
15. NOTICES........................................................ 10
16. MISCELLANEOUS.................................................. 11
17. SECURITIES INVESTORS PROTECTION ACT............................ 11
18. MODIFICATION................................................... 12
EXHIBITS AND SCHEDULES
EXHIBIT 3.1
EXHIBIT 3.2
SCHEDULE A
SCHEDULE B
SCHEDULE 7.1
SECURITIES LENDING AUTHORIZATION AGREEMENT
Agreement dated the ____ day of ______________, 1997 THE CLIENTS IDENTIFIED ON
SCHEDULE A (each a "Client" or collectively, "Clients"), and STATE STREET BANK
AND TRUST COMPANY, a Massachusetts trust company ("State Street"), setting forth
the terms and conditions under which State Street is authorized to act on behalf
of the Client with respect to the lending of certain securities of the Client
held by State Street as trustee, agent or custodian.
Each undersigned Client, whether organized as a portfolio, series, class of
shares, or otherwise, shall be regarded for all purposes hereunder as a separate
party apart from each other. Unless the context otherwise requires, with respect
to every transaction covered by this Agreement, every reference herein shall be
deemed to relate solely to the particular client to which such transaction
relates. Under no circumstances shall the rights, obligations or remedies with
respect to a particular Client constitute a right, obligation or remedy
applicable to any other Client. The use of this single document to memorialize
the separate agreement of each Client is understood to be for administrative
convenience only and shall not constitute any basis for joining the Clients for
any reason.
Certain capitalized terms used in this Agreement are defined in Section 13.
The Client and State Street, as the parties hereto, hereby agree as follows:
1. Appointment of State Street. The Clients hereby authorize State Street as its
agent to lend Available Securities to Borrowers in accordance with the terms of
this Agreement. State Street shall have the responsibility and authority to do
or cause to be done all acts State Street shall determine to be desirable,
necessary, or appropriate to implement and administer this securities lending
program. Client agrees that State Street is acting as a fully disclosed agent
and not as principal in connection with the securities lending program. State
Street may take action as agent of the Client on an undisclosed or a disclosed
basis. State Street is also hereby authorized to request a third party bank to
undertake certain custodial functions in connection with holding of the
Collateral provided by a Borrower pursuant to the terms hereof. In connection
therewith, State Street may instruct said third party to establish and maintain
a Borrower's account and a State Street account wherein all Collateral,
including cash shall be maintained by said third party in accordance with the
terms of a form of custodial arrangement which shall also be consistent with the
terms hereof.
2. Securities to be Loaned. State Street acts or will act as agent,
trustee or custodian of certain securities owned by the Clients. All of the
Clients' securities held by State Street as agent, trustee or custodian shall be
subject to this securities lending program and constitute Available Securities
hereunder, except those securities which the Client or the Investment Manager
specifically identifies in notices to State Street as not being Available
Securities. In the absence of any such notice identifying specific securities,
State Street shall have no authority or responsibility for determining whether
any of the Client's securities should be excluded from the lending program.
3. Borrowers. The Available Securities may be loaned to any Borrower identified
on the Schedule of Borrowers, as such Schedule may be modified from time to time
by State Street and Client, including without limitation, the Capital Markets
division of State Street; provided, however, if Available Securities are loaned
to the Capital Markets division, in addition to being consistent with the terms
hereof, said Loan shall be made in accordance with
the terms of the Securities Loan Agreement attached hereto as Exhibit 3.1, as
modified form time to time in accordance with the provisions hereof
(hereinafter, the "State Street Securities Loan Agreement"). The form of the
State Street Securities Loan Agreement may be modified by State Street from time
to time, without the consent of the Client, in order to comply with the
requirements of law or any regulatory authority having jurisdiction over State
Street, the Client or the securities lending program or in any other manner that
is not material and adverse to the interests of the Client.
Client acknowledges that it is aware that State Street, acting as "Lender's
Agent" hereunder and thereunder, is or may be deemed to be the same legal entity
as State Street acting as "Borrower" under the State Street Securities Loan
Agreement, notwithstanding the different designations used herein and therein or
the dual roles assumed by State Street hereunder and thereunder. Client
represents that the power granted herein to State Street, as agent, to lend U.S.
Securities owned by Client (including, in legal effect, the power granted to
State Street to make Loans to itself) and the other powers granted to State
Street, as agent herein, are given expressly for the purpose of averting and
waiving any prohibitions upon such lending or other exercise of such powers
which might exist in the absence of such powers, and that transactions effected
pursuant to and in compliance with this Agreement and the State Street
Securities Loan Agreement will not constitute a breach of trust or other
fiduciary duty by State Street.
Client further acknowledges that it has granted State Street the power to
effect securities lending transactions with the Capital Markets division of
State Street and other powers assigned to State Street hereunder and under the
Securities Loan Agreements and the State Street Securities Loan Agreement as a
result of Client's desire to increase the opportunity for it to lend securities
held in its account on fair and reasonable terms to qualified Borrowers without
such loans being considered a breach of State Street's fiduciary duty. In
connection therewith, each party hereby agrees that it shall furnish to the
other party (i) the most recent available audited statement of its financial
condition, and (ii) the most recent available unaudited statement of its
financial condition, if more recent than the audited statement. As long as any
Loan is outstanding under this Agreement, each party shall also promptly deliver
to the other party all such financial information that is subsequently
available, and any other financial information or statements that such other
party may reasonably request.
In the event any such Loan is made to the Capital Markets division, State Street
hereby covenants and agrees for the benefit of the Clients that it has adopted
and implemented procedural safeguards to help ensure that all actions taken by
it hereunder will be effected by individuals other than, and not under the
supervision of, individuals who are acting in a capacity as Borrower thereunder,
and that all trades effected hereunder will take place at the same fully
negotiated "arms length" prices offered to similarly situated third parties by
State Street when it acts as lending agent, notwithstanding the inherent
conflict of interest with respect to Loans to be effected by State Street to the
Capital Markets division.
In the event Client approves lending to borrowers resident in the United
Kingdom, Client shall complete Part 1 of the document known as a "MOD-2 form,"
which is attached hereto as Exhibit 3.2.
In the event that securities lending activity is undertaken through its London
office, State Street becomes subject to additional regulation in the UK, and
State Street is obliged to notify Client of the following matters:
i. State Street shall make available to Client established procedures in
accordance with the requirements of the Securities and Futures Authority for
the effective consideration of complaints concerning State Street's activities
carried on in the UK.
ii. Where a liability in one currency is to be matched by an asset in a
different currency, or where an investment transaction relates to an investment
denominated in a currency other than sterling, a movement of exchange rates may
have a separate effect, favorable or unfavorable, on the gain or loss which
would otherwise be experienced on the investment.
iii. State Street or an affiliate may have an interest that is material to the
investment or transaction concerned and neither State Street nor any such
affiliate shall be obliged to disclose such interest or account to Client for
any profits or benefits made or derived by it or any of its associates from any
such transaction.
iv. Any assets which State Street holds in the form of money shall not be
treated by State Street as Clients' Money as defined by The Financial Services
(Client Money) Regulations 1991 of the United Kingdom as amended (the "Clients'
Money Regulations") and will not be held in accordance with the Clients' Money
Regulations or such other regulations as shall amend or replace the Clients'
Money Regulations from time to time.
4. Securities Loan Agreements. The Client authorizes State Street to enter into
one or more Securities Loan Agreements with such Borrowers as may be selected by
State Street. Each Securities Loan Agreement shall have such terms and
conditions as State Street may negotiate with the Borrower, however certain
terms of individual loans, including rebate fees to be paid to the Borrower for
the use of cash Collateral, shall be negotiated at the time a loan is made.
5. 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 such
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 Client.
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 established by State Street from time to time. State Street
does not represent or warrant that any amount or percentage of the Client's
Available Securities will in fact be loaned to Borrowers. 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.
The Client also acknowledges that, under the applicable Securities Loan
Agreements, 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. Upon receiving a notice from the 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 securities is terminated and that
such securities are to be returned within the time specified by the applicable
Securities Loan Agreement.
6. Distributions on and Voting Rights with Respect to Loaned Securities. The
Client represents and warrants that it is the beneficial owner of (or exercises
complete investment discretion over) all Available Securities free and clear of
all liens, claims, security interests and encumbrances and no such security has
been sold, and that it is entitled to receive all distributions made by the
issuer with respect to Loaned Securities. Except as provided in the next
sentence, all interest, dividends, and other distributions paid with respect to
Loaned Securities shall be credited to the Client's account on the date such
amounts are delivered by the Borrower to State Street. Any non-cash distribution
on Loaned Securities which is in the nature of a stock split or a stock dividend
shall be added to the Loan (and shall be considered to constitute Loaned
Securities) as of the date such non-cash distribution is received by the
Borrower; provided that the Client (or Investment Manager) may, by giving State
Street ten (l0) Business Days' notice prior to the date of such non-cash
distribution, direct State Street to request that the Borrower deliver such
non-cash distribution to State Street, pursuant to the applicable Securities
Loan Agreement, in which case State Street shall credit such non-cash
distribution to the Client's account on the date it is delivered to State
Street.
The Client acknowledges that it will not be entitled to participate in any
dividend reinvestment program or to vote with respect to securities that are on
loan on the applicable record date for such securities.
The Client also acknowledges that any payments of distributions from Borrower to
Client are in substitution for the interest or dividend accrued or paid in
respect of Loaned Securities and that the tax treatment of such payment may
differ from the tax treatment of such interest or dividend.
If an installment, call or rights issue becomes payable on or in respect of any
Loaned Securities, State Street shall use all reasonable endeavors to ensure
that any timely instructions from the Client are complied with, but State Street
shall not be required to make any payment unless the Client has first placed it
in funds to make such payment.
7. Collateral. The Client authorizes State Street to receive and to hold, on the
Client's behalf, Collateral from Borrowers to secure the obligations of
Borrowers with respect to any loan of securities made on behalf of the Client
pursuant to the Securities Loan Agreements. All investments of cash Collateral
shall be for the account and risk of the Client. Concurrently with the delivery
of the Loaned Securities to the Borrower under any Loan, State Street shall
receive from the Borrower Collateral in any of the forms listed on Schedule 7.1.
Said Schedule may be amended from time to time by State Street upon written
notice to the Client. With respect to foreign cash Collateral, State Street will
provide Client with a multicurrency investment vehicle through which the foreign
cash will be converted to U.S. dollars and invested pursuant to Section 8 hereof
(MCIV"). Client acknowledges that State Street, in providing MCIV, will receive
additional compensation by earning a spread on the foreign currency conversions.
Such Collateral shall have a Market Value of not less than one hundred percent
(l00%) of the Market Value of the Loaned Securities. Thereafter, State Street
shall take such action as is appropriate with respect to the Collateral under
the applicable Securities Loan Agreement.
The Collateral shall be returned to Borrower at the termination of the
Loan upon the return of the Loaned Securities by Borrower to State Street in
accordance with the applicable Securities Loan Agreement. State Street shall
invest cash Collateral in accordance with any directions, including any
limitations established by the Client in a writing identified to this Agreement
and acknowledged in writing by State Street and shall exercise reasonable care,
skill, diligence and prudence in the investment of Collateral. Subject to the
foregoing limits and standard of care, State Street does not assume any market
or investment risk of loss with respect to the currency conversions associated
with the use of MCIV or the investment of cash Collateral and if, at any time
during the term of any Loan, the value of the cash Collateral so invested is
insufficient to return the rebate fee (i.e., the return to the Borrower), the
full amount of the Collateral, U.S. dollar or otherwise or any and all other
amounts due to such Borrower pursuant to the Securities Loan Agreement, Client
shall be solely responsible for such shortfall and hereby agrees to pay an
amount equal to such shortfall to State Street. In addition, State Street shall
be entitled to charge Client's accounts for such shortfall in accordance with
Section 8.
8. Compensation for the Client and State Street. To the extent that a Loan is
secured by cash Collateral, such Collateral, including money received with
respect to the investment of the same, or upon the maturity, sale, or
liquidation of any such investments, shall be invested by State Street, subject
to the directions referred to above, if any, in short-term instruments, short
term investment funds maintained by State Street, money market mutual funds and
such other investments as State Street may from time to time to time select,
including without limitation investments in obligations or other securities of
State Street or of any State Street affiliate and investments in any short-term
investment fund, mutual fund, securities lending trust or other collective
investment fund with respect to which State Street and/or its affiliates provide
investment management or advisory, trust, custody, transfer agency, shareholder
servicing and/or other services for which they are compensated.
The Client acknowledges that interests in such mutual funds, securities lending
trusts and other collective investment funds, to which State Street and/or one
or more of its affiliates provide services are not guaranteed or insured by
State Street or any of its affiliates or by the Federal Deposit Insurance
Corporation or any government agency. The Client hereby authorizes State Street
to purchase or sell investments of cash Collateral to or from other accounts
held by State Street or its affiliates.
The net income generated by any investment made pursuant to the preceding
paragraph of this Section 8 shall be allocated among the Borrower, State Street,
and the Client, as follows: (a) a portion of such income shall be paid to the
Borrower in accordance with the agreement negotiated between the Borrower and
State Street; (b) the balance, if any, shall be split between State Street [as
compensation for its services in connection with this securities lending program
and the Client [as such income shall be credited to the Client's account], in
accordance with the fee schedule attached hereto as Schedule B.
In the event the net income generated by any investment made pursuant
to the first paragraph of this Section 8 does not equal or exceed the amount due
the Borrower in accordance with the agreement between Borrower and State Street,
State Street shall debit the Client's account by an amount equal to the
difference between the net income generated and the amounts to be paid to the
Borrower pursuant to the Securities Loan Agreement. In the event debits to the
Client's account produce a deficit therein, State Street shall sell or otherwise
liquidate investments made with cash Collateral and credit the net proceeds of
such sale or liquidation to satisfy the deficit. In the event the foregoing does
not eliminate the deficit, State Street shall have the right to charge the
deficiency to any other account or accounts maintained by the Client with State
Street.
In the event of a Loan to a Borrower resident in Canada, which is made over
record date for a dividend reinvestment program ("DRP") and is secured by cash
Collateral, the Borrower shall pay the Client a substitute payment equal to the
full amount of the cash dividend declared, and may pay a loan premium, the
amount of which shall be negotiated by State Street, above the amount of the
cash dividend. Such loan premium shall be allocated between State Street and the
Client as follows: (a) a portion of such loan premium shall be paid to State
Street as compensation for its services in connection with this securities
lending program, in accordance with Schedule A and (b) the remainder of such
loan premium shall be credited to the Client's account.
To the extent that a Loan is secured by non-cash Collateral, the
Borrower shall be required to pay a loan premium, the amount of which shall be
negotiated by State Street. Such loan premium shall be allocated between State
Street and the Client as follows: (a) a portion of such loan premium shall be
paid to State Street as compensation for its services in connection with this
securities lending program, in accordance with Schedule A hereto; and (b) the
remainder of such loan premium shall be credited to the Client's account.
Client acknowledges that in the event that Client's participation in securities
lending generates income for the Client, State Street may be required to
withhold tax or may claim such tax from the Client as is appropriate in
accordance with applicable law.
The Client shall reimburse State Street for such reasonable fees and expenses
that State Street may incur in connection with the performance of its
obligations hereunder, including, without limitation: (i) the ordinary
telecommunication charges associated with the movement of securities in
connection with the securities lending activity contemplated by this Agreement;
and (ii) any and all funds advanced by State Street on behalf of the Client as a
consequence of the Client's obligations hereunder, including the Client's
obligation to return cash Collateral to the Borrower and to pay any fees due the
Borrower, all as provided in Section 7 hereof.
9. Fee Disclosure. The fees associated with the investment of cash Collateral in
funds maintained or advised by State Street are disclosed on Schedule B hereto.
Said Schedule may be replaced from time to time by State Street upon notice to
Client. An annual report with respect to such funds is available to the Client,
at no expense, upon request.
10. Recordkeeping and Reports. State Street will establish and maintain such
records as are reasonably necessary to account for Loans that are made and the
income derived therefrom. On a monthly basis, State Street will provide the
Client with a statement describing the Loans made, and the income derived from
Loans, during the period covered by such statement. Each party to this Agreement
shall comply with the reasonable requests of the other for information necessary
to the requester's performance of its duties in connection with this securities
lending program.
11. Standard of Care Subject to the requirements of applicable law, State Street
shall not be liable for any loss or damage, including counsel fees and court
costs, whether or not resulting from their acts or omissions to act hereunder or
otherwise, unless the loss damage arises out of State Street's own gross
negligence. Except for any liability, loss, or expense arising from or connected
with State Street's own gross negligence, the Client agrees to reimburse and
hold State Street harmless from and against any liability, loss and expense,
including counsel fees and expenses and court costs, arising in connection with
this Agreement or any Loan or arising from or connected with claims of any third
parties, including any Borrower, from and against all taxes and other
governmental charges, and from and against any out-of-pocket
or incidental expenses. State Street may charge any amounts to which it is
entitled hereunder against the Client's account. Without limiting the generality
of the foregoing, Client agrees: (i) that State Street shall not be responsible
for any statements, representations or warranties which any Borrower makes in
connection with any securities loans hereunder, or for the performance by any
Borrower of the terms of a Loan, or any agreement related thereto, and shall not
be required to ascertain or inquire as to the performance or observance of, or a
default under the terms of, a Loan or any agreement related thereto; (ii) that
State Street shall be fully protected in acting in accordance with the oral or
written instructions of any person believed by State Street to be authorized to
execute this Agreement on behalf of the Client (an "Authorized Person"); (iii)
that in the event of a default by a Borrower under a Loan, State Street shall be
fully protected in acting in its sole discretion in a manner it deems
appropriate; and (iv) that the records of State Street shall be presumed to
reflect accurately any oral instructions given by an Authorized Person or a
person believed by State Street to be an Authorized Person.
State Street, in determining the Market Value of Securities, including without
limitation, Collateral, may rely upon any recognized pricing service and shall
not be liable for any errors made by such service.
12. Representations and Warranties. Each party hereto represents and warrants
that (a) it has the power to execute and deliver this Agreement, to enter into
the transactions contemplated hereby, and to perform its obligations hereunder;
(b) it has taken all necessary action to authorize such execution, delivery, and
performance; (c) this Agreement constitutes a legal, valid, and binding
obligation enforceable against it; and (d) the execution, delivery, and
performance by it of this Agreement will at all times comply with all applicable
laws and regulations. Client represents and warrants that (a) it has made its
own determination as to the tax treatment of any dividends, remuneration or
other funds received hereunder; and (b) the financial statements delivered to
State Street pursuant to Section 3 fairly present its financial condition and
there has been no material adverse change in its financial condition or the
financial condition of any parent company since the date of the balance sheet
included within such financial statements. Each Loan shall constitute a present
representation by Client that there has been no material adverse change in its
financial condition or the financial condition of any parent company that has
not been disclosed in writing to State Street since the date of the most recent
financial statements furnished to State Street pursuant to Section 3.
The person executing this Agreement on behalf of the Client represents that he
or she has the authority to execute this Agreement on behalf of the Client.
The Client hereby represents to State Street that: (i) its policies generally
permit it to engage in securities lending transactions; (ii) its policies permit
it to purchase shares of the Navigator Securities Lending Trust with cash
Collateral; (iii) its participation in the securities lending program, including
the investment of cash collateral in the Navigator Securities Lending Trust, and
the existing series' thereof, has been approved by a majority of the directors
or trustees that are not "interested persons" within the meaning of section
2(a)(19) of the Investment Company Act of 1940, and such directors or trustees
will evaluate the securities lending program no less frequently than annually to
determine that the investment of cash collateral in the Navigator Securities
Lending Trust, including any series thereof, is in the Client's best interest
and (iv) its prospectus provides appropriate disclosure concerning its
securities lending activity; and (v) that it is not subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") with respect to
this Agreement and the Securities. The Client also hereby represents that it
qualifies as an "accredited investor"
within the meaning of Rule 501 of Regulation D under the Securities Act of 1933,
as amended.
13. Definitions. For the purposes hereof:
(a) "Available Securities" means the securities of the Client that are available
for Loans pursuant to Section 2.
(b) "Borrower" means any of the entities to which Available Securities may be
loaned under a Securities Lending Agreement, as described in Section 3.
(c) "Collateral" means collateral delivered by a Borrower to secure its
obligations under a Securities Loan Agreement.
(d) "Investment Manager," when used in any provision, means the person or entity
who has discretionary authority over the investment of the Available Securities
to which the provision applies.
(e) "Loan" means a loan of Available Securities to a Borrower.
(f) "Loaned Security" shall mean any "security" which is delivered as a Loan
under a Securities Loan Agreement; provided that, if any new or different
security shall be exchanged for any Loaned Security by recapitalization, merger,
consolidation, or other corporate action, such new or different security shall,
effective upon such exchange, be deemed to become a Loaned Security in
substitution for the former Loaned Security for which such exchange was made.
(g) "Market Value" of a security means the market value of such security
(including, in the case of a Loaned Security that is a debt security, the
accrued interest on such security) as determined by the independent pricing
service designated by State Street, or such other independent sources as may be
selected by State Street on a reasonable basis.
(h) "Securities Loan Agreement" means the agreement between a Borrower and State
Street (on behalf of the Client) that governs Loans, as described in Section 4.
14. Continuing Agreement; Termination; Remedies. It is the intention of the
parties hereto that this Agreement shall constitute a continuing agreement in
every respect and shall apply to each and every Loan, whether now existing or
hereafter made. The Client and State Street may each at any time terminate this
Agreement upon five (5) Business Days' written notice to the other to that
effect. The only effects of any such termination of this Agreement will be that
(a) following such termination, no further Loans shall be made hereunder by
State Street on behalf of the Client, and (b) State Street shall, within a
reasonable time after termination of this Agreement, terminate any and all
outstanding Loans. The provisions hereof shall continue in full force and effect
in all other respects until all Loans have been terminated and all obligations
satisfied as herein provided.
15. Notices. Except as otherwise specifically provided herein, notices under
this Agreement may be made orally, in writing, or by any other means mutually
acceptable to the parties. If in writing, a notice shall be sufficient if
delivered to the party entitled to receive such notices at the following
addresses:
If to Client:
Bull & Bear Advisers
00 Xxxxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Attn: Xxxxxx X. Xxxxxxx
President
If to State Street:
State Street Bank and Trust Company
Global Securities Lending Division
Two International Place, Floor 31
Xxxxxx, Xxxxxxxxxxxxx 00000
or to such other addresses as either party may furnish the other party by
written notice under this section.
Whenever this Agreement permits or requires the Client to give notice to,
direct, provide information to State Street, such notice, direction, or
information shall be provided to State Street on the Client's behalf by any
individual designated for such purpose by the Client in a written notice to
State Street. (This Agreement shall be considered such a designation of the
person executing the Agreement on the client's behalf.) After its receipt of
such a notice of designation, and until its receipt of a notice revoking such
designation, State Street shall be fully protected in relying upon the notices,
directions, and information given by such designee.
16. Miscellaneous. This Agreement supersedes any other agreement between the
parties or any representations made by one party to the other, whether oral or
in writing, concerning loans of securities by State Street on behalf of the
Client. This Agreement shall not be assigned by either party without the prior
written consent of the other party. Subject to the foregoing, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, representatives, successors, and assigns. This Agreement
shall be governed and construed in accordance with the laws of the Commonwealth
of Massachusetts. Client hereby irrevocably submits to the jurisdiction of any
Massachusetts state or federal court sitting in The Commonwealth of
Massachusetts in any action or proceeding arising out of or related to this
agreement, hereby irrevocably agrees that all claims in respect of such action
or proceeding may be heard and determined in such Massachusetts state or Federal
court except that this provision shall not preclude any party from removing any
action to federal court. Client hereby irrevocably waives, to the fullest extent
it may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding. Client hereby irrevocably appoints as
its agent to receive on its behalf service of copies of the summons and
complaint and any other process which may be served in any such action or
proceeding (the "Process Agent"). Such service may be made by mailing or
delivering a copy of such process, in care of the Process Agent at the above
address. Client hereby irrevocably authorizes and directs the Process Agent to
accept such service on its behalf. As an alternative method of service, Client
also irrevocably consents to the service of any and all process in any such
action or proceeding by the mailing of copies of such process to Client at its
address specified in Section 15 hereof. Client agrees that a final judgment
in any such action or proceeding, all appeals having been taken or the time
period for such appeals having expired, shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided
by law. The provisions of this Agreement are severable and the invalidity or
unenforceability of any provision hereof shall not affect any other provision of
this Agreement. If in the construction of this Agreement any court should deem
any provision to be invalid because of scope or duration, then such court shall
forthwith reduce such scope or duration to that which is appropriate and enforce
this Agreement in its modified scope or duration.
17. Securities Investors Protection Act of 1970 Notice. CLIENT IS
HEREBY ADVISED AND ACKNOWLEDGES THAT THE PROVISIONS OF THE SECURITIES INVESTOR
PROTECTION ACT OF 1970 MAY NOT PROTECT THE CLIENT WITH RESPECT TO THE LOAN OF
SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO THE CLIENT
MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF THE BROKER'S OR DEALER'S
OBLIGATION IN THE EVENT THE BROKER OR DEALER FAILS TO RETURN THE SECURITIES.
18. Modification. This Agreement shall not be modified, except by an
instrument in writing signed by the party against whom enforcement is sought.
BULL & BEAR FUNDS I, INC. on behalf BULL & BEAR FUNDS II, INC.on of its
series BULL & BEAR U.S. AND behalf of its series
OVERSEAS FUND BULL & BEAR DOLLAR RESERVES
By: _____________________ By: ____________________
Name: ___________________ Name: _________________
Its: ______________________ Its: ___________________
BULL & BEAR GOLD INVESTORS LTD. BULL & BEAR SPECIAL
EQUITIES FUND, INC.
By: ______________________ By: _______________________
Name: ___________________ Name: ____________________
Its: ______________________ Its: ______________________
BULL & BEAR MUNICIPAL INCOME BULL & BEAR GLOBAL
FUND, INC. INCOME FUND, INC.
By: ______________________ By: ______________________
Name: ___________________ Name: ___________________
Its: ______________________ Its: ______________________
BULL & BEAR U.S. GOVERNMENT MIDAS FUND, INC.
SECURITIES FUND, INC.
By: ________________________ By: _______________________
Name: _____________________ Name: ____________________
Its: ________________________ Its: ______________________
ROCKWOOD FUND, INC. STATE STREET BANK AND
TRUST COMPANY
By: _____________________ By: ____________________
Name: ___________________ Name: __________________
Its: ______________________ Its: ____________________
SCHEDULE A
This Schedule is attached to and made part of the
Securities Lending Authorization Agreement,
dated the ____day of _______, 1997
between THE CLIENTS IDENTIFIED ON SCHEDULE A (each a "Client" or collectively
"Clients") and
STATE STREET BANK AND TRUST COMPANY ("State Street").
PARTIES TO THE SECURITIES LENDING AUTHORIZATION AGREEMENT
BULL & BEAR FUNDS I, INC. (TIN 00-0000000), on behalf of its series BULL &
BEAR U.S. AND OVERSEAS FUND
BULL & BEAR FUNDS II, INC. (TIN 00-0000000), on behalf of its series BULL &
BEAR DOLLAR RESERVES (TIN 00-0000000)
BULL & BEAR GOLD INVESTORS LTD. (TIN 00-0000000)
BULL & BEAR SPECIAL EQUITIES FUND, INC. (TIN 00-0000000)
BULL & BEAR MUNICIPAL INCOME FUND, INC. (TIN 00-0000000)
BULL & BEAR GLOBAL INCOME FUND, INC. (TIN 00-0000000)
BULL & BEAR U.S. GOVERNMENT SECURITIES FUND, INC. (TIN 00-0000000)
MIDAS FUND, INC. (TIN 00-0000000)
ROCKWOOD FUND, INC. (TIN 00-0000000)
SCHEDULE B
This Schedule is attached to and made part of the
Securities Lending Authorization Agreement,
dated the ____ day of _______, 1997
between THE CLIENTS IDENTIFIED ON SCHEDULE A (each a "Client" or collectively
"Clients") and
STATE STREET BANK AND TRUST COMPANY ("State Street").
SCHEDULE OF FEES
1. Subject to Paragraph 2 below, all proceeds collected by State Street on
investment of Cash Collateral or any fee income shall be allocated as follows
- Sixty-five percent (65%) payable to the Client, and
- Thirty-five percent (35%) payable to State Street.
2. All payments to be allocated under Paragraph 1 above shall be made after
deduction of such other amounts payable to State Street or to the Borrower under
the terms of the attached Securities Lending Authorization Agreement.
3. Investment Management Fees
The Navigator Securities Lending Trust:
On an annualized basis, the management/trust/custody fee for investing cash
Collateral in the Navigator Securities Lending Prime Portfolio is not more than
10.00 basis points netted out of yield. The trustee may pay out of the assets of
the Portfolio all reasonable expenses and fees of the Portfolio, including
professional fees or disbursements incurred in connection with the operation of
the Portfolio.
SCHEDULE 7.1
This Schedule is attached to and made part of the
Securities Lending Authorization Agreement,
dated the ____day of _______, 1997
between THE CLIENTS IDENTIFIED ON SCHEDULE A (each a "Client" or collectively
"Clients") and
XXXXX XXXXXX XXXX XXX XXXXX XXXXXXX ("Xxxxx Xxxxxx").
ACCEPTABLE FORMS OF COLLATERAL
- Cash (U.S. and foreign currency);
- Securities issued or guaranteed by the United States government or its
agencies;
- Sovereign debt rated A or better
- Convertible Bonds
- Irrevocable bank letters of credit issued by a person other than the Borrower
or an affiliate of the Borrower may be accepted as Collateral, if State Street
has determined that it is appropriate to accept such letters of credit as
Collateral under the securities lending programs it administers; and
- Such other Collateral as the parties may agree to in writing from time
to time.
