Common use of BORROWERS Clause in Contracts

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.

BORROWERS. The Each Fund hereby authorizes State Street to effect Loans of Available Securities may be loaned to of the Fund with any Borrower identified person on the Schedule State Street’s approved list of Borrowers, as such Schedule may be modified from time to time by State Street and Clientincluding, including without limitation, State Street Bank and Trust Company and any affiliate thereof (each acting in the Capital Markets division capacity of State Street; provideda Borrower, however, if Available Securities are loaned hereafter also referred to as an “SSB Borrower”) which list will be supplied 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")Fund on request. 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 Each Fund acknowledges that it is aware that State Street, acting as "Lender's Agent" hereunder and thereunderthe Fund’s agent pursuant hereto, is or may be deemed to be the same legal entity as State Street as, or affiliated with, SSB Borrower acting as "“Borrower" ” under the State Street a Securities Loan Agreement, notwithstanding the different designations used herein and therein or the dual roles assumed by State Street hereunder and thereunder. Client Each Fund represents that (i) the power granted herein to State Street, as Fund’s agent, to lend U.S. Securities owned by Client enter into Loan transactions with Borrowers (including, in legal effect, the power granted to State Street to make Loans to itselfincluding any SSB Borrower) and the other powers granted to State Street, as agent hereinpursuant hereto, are given as a result of the Fund’s desire to increase its opportunity to lend securities held in its account on commercially reasonable terms, without such loans being considered a breach of State Street’s fiduciary duty, and are given expressly for the purpose of averting and waiving any prohibitions upon such lending lending, investment or other exercise of such other powers which might otherwise exist in the absence of such powers, and that (ii) transactions effected pursuant to and in compliance with this Agreement and the State Street any Securities Loan Agreement (including any Securities Loan Agreement with any SSB Borrower) will not constitute a breach of trust or other fiduciary duty or any other duty by State StreetStreet or affiliates thereof. Client further acknowledges that it has granted In connection with a Loan to any SSB Borrower pursuant hereto, the Fund shall furnish, and State Street shall cause the power applicable SSB Borrower to effect securities lending transactions with the Capital Markets division of State Street and other powers assigned furnish, 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 delivery to the other party other, upon request (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 to an SSB Borrower is outstanding under this Agreement, each party the Fund shall, and State Street shall cause the SSB Borrower to, in either case, upon request, also promptly deliver to the other party (via State Street) all such recent financial information that is subsequently available, and any other financial information or statements that such the other party may reasonably request. In the event any such Loan is made effected by State Street to the Capital Markets divisionSSB Borrower, State Street hereby covenants and agrees for the benefit of the Clients Fund that it has adopted and implemented procedural safeguards to help ensure that all actions taken by it hereunder State Street as agent on behalf of the Fund in respect of a Loan transaction pursuant hereto will be effected (i) at “arms length” terms, including prices, and (ii) by individuals other than, and not under the supervision of, than individuals who are acting on behalf of SSB Borrower in a its principal capacity as Borrower thereunder, and that all trades effected hereunder will take place at in the same fully negotiated "arms length" prices offered to similarly situated third parties by Loan transaction. State Street when it acts shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as lending agent, notwithstanding the inherent conflict of interest with respect to Loans to be effected by State Street to the Capital Markets divisionotherwise expressly provided herein.

BORROWERS. Each Fund hereby authorizes State Street to effect Loans of Available Securities of the Fund with any person on State Street’s approved list of Borrowers, including, without limitation, State Street Bank and Trust Company and any affiliate thereof (each acting in the capacity of a Borrower, hereafter also referred to as an “SSB Borrower”) which list will be supplied to the Fund on request. The Available Securities may only be loaned to any Borrower identified on the schedule of borrowers, attached hereto as Schedule of BorrowersE, including without limitation, State Street, as such Schedule schedule may be modified from time to time by with the consent of State Street and Clientthe Fund, including without limitation, or to delete any Borrower at 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 direction 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")Fund. 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 Each Fund acknowledges that it is aware that State Street, acting as "Lender's Agent" hereunder and thereunderthe Fund’s agent pursuant hereto, is or may be deemed to be the same legal entity as State Street as, or affiliated with, SSB Borrower acting as "“Borrower" ” under the State Street a Securities Loan Agreement, notwithstanding the different designations used herein and therein or the dual roles assumed by State Street hereunder and thereunder. Client Each Fund represents that (i) the power granted herein to State Street, as Fund’s agent, to lend U.S. Securities owned by Client enter into Loan transactions with Borrowers (including, in legal effect, the power granted to State Street to make Loans to itselfincluding any SSB Borrower) and the other powers granted to State Street, as agent hereinpursuant hereto, are given as a result of the Fund’s desire to increase its opportunity to lend securities held in its account on commercially reasonable terms, without such loans being considered a breach of State Street’s fiduciary duty, and are given expressly for the purpose of averting and waiving any prohibitions upon such lending lending, investment or other exercise of such other powers which might otherwise exist in the absence of such powers, and that (ii) transactions effected pursuant to and in compliance with this Agreement and the State Street any Securities Loan Agreement (including any Securities Loan Agreement with any SSB Borrower) will not constitute a breach of trust or other fiduciary duty or any other duty by State StreetStreet or affiliates thereof. Client further acknowledges that it has granted In connection with a Loan to any SSB Borrower pursuant hereto, the Fund shall furnish, and State Street shall cause the power applicable SSB Borrower to effect securities lending transactions with the Capital Markets division of State Street and other powers assigned furnish, 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 delivery to the other party other, upon request (i) the most recent available audited statement of its financial condition, and (ii) the most recent publicly available unaudited statement of its financial condition, if more recent than the audited statement. As long as any Loan to an SSB Borrower is outstanding under this Agreement, each party the Fund shall, and State Street shall cause the SSB Borrower to, in either case, upon request, also promptly deliver to the other party (via State Street) all such recent audited or unaudited financial information that is subsequently available, and any other financial information or statements that such the other party may reasonably request. In the event any such Loan is made effected by State Street to the Capital Markets divisionSSB Borrower, State Street hereby covenants and agrees for the benefit of the Clients Fund that it has adopted and implemented procedural safeguards to help ensure that all actions taken by it hereunder State Street as agent on behalf of the Fund in respect of a Loan transaction pursuant hereto will be effected (i) at “arms length” terms, including prices, and (ii) by individuals other than, and not under the supervision of, than individuals who are acting on behalf of SSB Borrower in a its principal capacity as Borrower thereunder, and that all trades effected hereunder will take place at in the same fully negotiated "arms length" prices offered to similarly situated third parties by Loan transaction. State Street when it acts shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as lending agent, notwithstanding the inherent conflict of interest with respect to Loans to be effected by State Street to the Capital Markets divisionotherwise expressly provided herein.

BORROWERS. The Available Securities may be loaned to any Borrower identified on the Schedule of Borrowers, as such Approved Borrowers agreed to by State Street and the Funds in writing from time to time. Such Schedule of Approved Borrowers may be modified from time to time by the written agreement of State Street and Client, including without limitation, the Capital Markets division of State Street; provided, howeverFund. However, if Available Securities are loaned to the Capital Markets divisionState Street, 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 3.14.1, as modified form from time to time in accordance with the provisions hereof therein and herein (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 ClientFunds, in order to comply with the requirements of law or any regulatory authority having jurisdiction over State Street, the Client or Funds, the securities lending program or in any other manner that is not material and or adverse to the interests of the ClientFunds. Client Each Fund 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 Each Fund represents that the power granted herein to State Street, as agent, to lend U.S. Available Securities owned by Client the Fund (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 Each Fund further acknowledges that it has granted State Street the power to effect securities lending transactions Loans 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 Clientthe Fund'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 party, upon request (i) the most recent publicly available audited statement of its financial condition, and (ii) the most recent publicly 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 any 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 Funds 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 divisionState Street.

BORROWERS. The Each Fund hereby authorizes State Street to effect Loans of Available Securities may be loaned to of the Fund with any Borrower identified person on the Schedule State Street’s approved list of Borrowers, as such Schedule may be modified from time to time by State Street and Clientincluding, including without limitation, State Street Bank and Trust Company and any affiliate thereof (each acting in the Capital Markets division capacity of a Borrower, hereafter also referred to as an “SSB Borrower”) which list will be supplied to the Fund upon execution of this Agreement, quarterly thereafter or upon request. Any SSB Borrower on State Street; provided, however, if ’s approved list of Borrowers shall be automatically restricted from borrowing any Available Securities are loaned of any Fund pursuant 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 this Agreement or any Securities Loan Agreement attached hereto as Exhibit 3.1unless and until State Street receives the respective Fund’s prior written approval of such SSB Borrower and instruction to remove such restriction for the specified SSB Borrower. Each Fund may instruct State Street to restrict any new Loans to, as modified form time or to restrict any new Loans and recall (including via reallocations) any or all outstanding Loans to, any Borrower at any time in accordance with the provisions hereof (hereinafter, the "State Street Securities Loan Agreement")such Fund’s sole discretion. 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 Each Fund acknowledges that it is aware that State Street, acting as "Lender's Agent" hereunder and thereunderthe Fund’s agent pursuant hereto, is or may be deemed to be the same legal entity as State Street as, or affiliated with, SSB Borrower acting as "“Borrower" ” under the State Street a Securities Loan Agreement, notwithstanding the different designations used herein and therein or the dual roles assumed by State Street hereunder and thereunder. Client Each Fund represents that (i) the power granted herein to State Street, as Fund’s agent, to lend U.S. Securities owned by Client enter into Loan transactions with Borrowers (including, in legal effect, the power granted to State Street to make Loans to itselfincluding any SSB Borrower) and the other powers granted to State Street, as agent hereinpursuant hereto, are given as a result of the Fund’s desire to increase its opportunity to lend securities held in its account on commercially reasonable terms, without such loans being considered a breach of State Street’s fiduciary duty, and are given expressly for the purpose of averting and waiving any prohibitions upon such lending lending, investment or other exercise of such other powers which might otherwise exist in the absence of such powers, and that (ii) transactions effected pursuant to and in compliance with this Agreement and the State Street any Securities Loan Agreement (including any Securities Loan Agreement with any SSB Borrower) will not constitute a breach of trust or other fiduciary duty to the Trust or the Funds or any other duty by State StreetStreet or affiliates thereof to the Trust or the Funds. Client further acknowledges that it has granted In connection with a Loan to any SSB Borrower pursuant hereto, the Fund shall furnish upon request, and State Street shall cause the power applicable SSB Borrower to effect securities lending transactions with the Capital Markets division of State Street and other powers assigned furnish upon request, 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 delivery to the other party (i) the most recent publicly available audited statement of its financial condition, and (ii) to the extent permissible under applicable law, the most recent available unaudited statement of its financial condition, if more recent than the audited statement. As long as any Loan to an SSB Borrower is outstanding under this Agreement, each party the Fund shall, and State Street shall cause the SSB Borrower to, in either case, upon request, also promptly deliver to the other party (via State Street) all such recent financial information that is subsequently available, and any other financial information or statements that such the other party may reasonably request. In the event any such Loan is made effected by State Street to the Capital Markets divisionSSB Borrower, State Street hereby covenants and agrees for the benefit of the Clients Fund that it has adopted and implemented procedural safeguards to help ensure that all actions taken by it hereunder State Street as agent on behalf of the Fund in respect of a Loan transaction pursuant hereto will be effected (i) at “arms length” terms, including prices, and (ii) by individuals other than, and not under the supervision of, than individuals who are acting on behalf of SSB Borrower in a its principal capacity as Borrower thereunder, and that all trades effected hereunder will take place at in the same fully negotiated "arms length" prices offered to similarly situated third parties by Loan transaction. State Street when it acts shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as lending agent, notwithstanding the inherent conflict of interest with respect to Loans to be effected by State Street to the Capital Markets divisionotherwise expressly provided herein.

BORROWERS. The Available Securities may be loaned to any Borrower identified on the Schedule of BorrowersBorrowers attached hereto as Schedule D, as such Schedule schedule may be modified from time to time with respect to a particular Fund by mutual agreement of State Street and Clientsuch Fund, including which schedule includes without limitation, the Capital Financial Markets division Group of State Street; provided, however, if Available Securities are loaned to the Capital Financial Markets divisionGroup, 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 3.1I, as modified form from 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 ClientFunds, in order to comply with the requirements of law or any regulatory authority having jurisdiction over State Street, the Client Funds or the securities lending program or in any other manner that is not material and adverse to the interests of any Fund. State Street shall notify the ClientFunds of any material amendment to the State Street Securities Loan Agreement within a reasonable period of time after such amendment. Client acknowledges The Funds acknowledge that it each is aware that State Street, acting as "Lender's Agent" hereunder and thereunderunder the State Street Securities Loan Agreement, 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 The Funds represent that the power granted herein to State Street, as agent, to lend U.S. Securities securities owned by Client the Funds (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 in and of themselves constitute a breach of trust or other fiduciary duty by State Street. Client Each Fund further acknowledges that it such Fund has granted State Street the power to effect securities lending transactions with the Capital Financial Markets division Group 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 Clientthe Fund's desire to increase the opportunity for it each Fund 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 of the Financial Markets Group and the Fund hereby agrees that it shall furnish to the other party party, upon request (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 Financial Markets divisionGroup, State Street hereby covenants and agrees for the benefit of the Clients Funds 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 Financial Markets divisionGroup. In the event a Fund approves lending to Borrowers resident in the United Kingdom, the Fund shall complete Part 1 of the document known as a "MOD-2 form," which is attached hereto as Exhibit II. In the event that State Street undertakes lending activity hereunder through its London office, State Street becomes subject to additional regulation in the U.K., and State Street is obliged to notify the Funds of the following matters: i. State Street shall make available to you 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 you 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 the 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.

BORROWERS. The Available Securities may be loaned to any Borrower identified on the Schedule schedule of Borrowersborrowers, as such Schedule schedule may be modified from time to time by State Street and Clientthe Funds, 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"and any State Street Affiliate (each acting in the capacity of a Borrower, hereinafter also referred to as an “SSB Borrower”). The form of the State Street Securities Loan Agreement Borrowers may be modified deleted from the schedule of Borrowers 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, but Borrowers may only be added to such schedule of Borrowers upon agreement of State Street and the Client or the securities lending program or in any other manner that is not material and adverse to the interests Funds. The current schedule of Borrowers as of the Clientdate of this Agreement appears on Schedule D attached hereto. Client Each Fund acknowledges that it is aware that State Street, acting as "Lender's Agent" hereunder and thereunderthe Fund’s agent pursuant hereto, is or may be deemed to be the same legal entity as State Street as, or affiliated with, SSB Borrower acting as "“Borrower" ” under the State Street a Securities Loan Agreement, notwithstanding the different designations used herein and therein or the dual roles assumed by State Street hereunder and thereunder. Client Each Fund represents that (i) the power granted herein to State Street, as Fund’s agent, to lend U.S. Securities owned by Client enter into Loan transactions with Borrowers (including, in legal effect, the power granted to State Street to make Loans to itselfincluding any SSB Borrower) and the other powers granted to State Street, as agent hereinpursuant hereto, are given as a result of the Fund’s desire to increase its opportunity to lend securities held in its account on commercially reasonable terms, without such loans being considered a breach of State Street’s fiduciary duty, and are given expressly for the purpose of averting and waiving any prohibitions upon such lending lending, investment or other exercise of such other powers which might otherwise exist in the absence of such powers, and that (ii) transactions effected pursuant to and in compliance with this Agreement and the State Street any Securities Loan Agreement (including any Securities Loan Agreement with any SSB Borrower) will not constitute a breach of trust or other fiduciary duty or any other duty by State StreetStreet or affiliates thereof. Client further acknowledges that it has granted In connection with a Loan to any SSB Borrower pursuant hereto, the Fund shall furnish, and State Street shall cause the power applicable SSB Borrower to effect securities lending transactions with the Capital Markets division of State Street and other powers assigned furnish, 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 delivery to the other party other, upon request (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 to an SSB Borrower is outstanding under this Agreement, each party the Fund shall, and State Street shall cause the SSB Borrower to, in either case, upon request, also promptly deliver to the other party (via State Street) all such recent financial information that is subsequently available, and any other financial information or statements that such the other party may reasonably request. In the event any such Loan is made effected by State Street to the Capital Markets divisionSSB Borrower, State Street hereby covenants and agrees for the benefit of the Clients Fund that it has adopted and implemented procedural safeguards to help ensure that all actions taken by it hereunder State Street as agent on behalf of the Fund in respect of a Loan transaction pursuant hereto will be effected (i) at “arms length” terms, including prices, and (ii) by individuals other than, and not under the supervision of, than individuals who are acting on behalf of SSB Borrower in a its principal capacity as Borrower thereunderin the Loan transaction. State Street shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein.” (e) The first sentence of the second paragraph of Section 9 (Investment of Cash Collateral and Compensation) of the Agreement is hereby deleted in its entirety and replaced with the following language: “Each Fund acknowledges that all trades effected hereunder will take place at interest in such mutual funds, securities lending trusts, other collective investment funds and time deposits, to which State Street and/or one or more of the same fully negotiated "arms length" prices offered to similarly situated third parties State Street Affiliates provide services are not guaranteed or insured by State Street when it acts or any of the State Street Affiliates or by the Federal Deposit Insurance Corporation or any government agency.” (f) The first sentence of the fourth paragraph of Section 9 (Investment of Cash Collateral and Compensation) of the Agreement is hereby deleted in its entirety and replaced with the following language: “In the event the net income generated by any investment (other than an investment in the Eurodollar Time Deposit of State Street Bank and Trust Company’s Cayman Islands branch) made pursuant to the first paragraph of this Section 9 does not equal or exceed the amount due the Borrower (the rebate fee for the use of cash Collateral) in accordance with the agreement between Borrower and State Street, State Street and the Fund shall, in accordance with the fee split set forth on Schedule A, share the 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; provided, however, that for a Financing Transaction, the Fund shall be solely responsible for the payment of the rebate fee to the Borrower.” (g) The first sentence of Section 12(b) (Standard of Care and Indemnification) of the Agreement is hereby deleted in its entirety and replaced with the following language: “Each Fund shall indemnify State Street and hold State Street harmless from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by such Fund, including any breach of a representation or warranty by such Fund hereunder, except such loss or liability which results from State Street’s failure to exercise the standard of care required by Section 12(a).” (h) The following language is hereby added to the end of Section 13 (Representations and Warranties) of the Agreement: “If the Fund is a management investment company that is, or is required to be, registered under the Investment Company Act of 1940, as amended (the "1940 Act"), the Fund acknowledges that any obligation to determine whether any transaction made pursuant to this Agreement or the SLSA is in compliance with those laws and regulations under the 1940 Act relating to the borrowing or lending agentof securities or cash, notwithstanding the inherent conflict posting or receipt of interest collateral relating to such borrowing or lending of cash or securities, or the issuance of 'senior securities,' as that term is defined under Section 18 of the 1940 Act, including all obligations to compile and maintain such data and make such calculations as are necessary or appropriate in order to make such determinations, as well as all obligations that require the Fund to segregate, identify and substitute Fund assets, and daily monitor such assets and their values (collectively, "Applicable 1940 Act Requirements"), except as specifically set forth herein, is the obligation of Fund and not State Street or any State Street Affiliate. In addition, if the Fund is a management investment company that is, or is required to be, registered under the 1940 Act, the Fund represents and warrants to State Street as of the close of business on each day that the Fund is so registered or is required to be so registered, that (i) any transaction or series of transactions under this Agreement and/or the SLSA that creates leverage as a matter of law or fact is (A) in furtherance of the Fund's investment objective or objectives, (B) permitted or not otherwise prohibited by the Fund's investment policies, and (C) disclosed in all material respects in the Fund's registration statement filed with the Securities and Exchange Commission pursuant to Section 8 of the 1940 Act, and (ii) Fund is in compliance with all laws and regulations applicable to the Fund, including Applicable 1940 Act Requirements.” (i) The last sentence of Section 14(a) (Borrower Default Indemnification) of the Agreement is hereby deleted in its entirety and replaced with the following language: “Subject to the Fund’s obligations pursuant to Section 8 hereof and Schedule A, paragraph 3(b), if and to the extent that such proceeds are insufficient or the Collateral is unavailable, the purchase of such Replacement Securities shall be made at State Street’s expense. For the avoidance of doubt, with regard to Financing Transactions, if and to the extent that proceeds of the cash Collateral with respect to Loans to be effected by a Financing Transaction are unavailable or insufficient, State Street shall not be liable hereunder for the difference between the value of the Replacement Securities and the value of the proceeds of the Collateral.” (j) Schedule A to the Capital Markets divisionAgreement is hereby deleted in its entirety and replaced with the Schedule A attached hereto. (k) Exhibit 4.1 to the Agreement, and any reference thereto, is hereby deleted in its entirety.

BORROWERS. The Client hereby authorizes State Street to effect Loans of Available Securities may be loaned to of the Client with any Borrower identified person on the Schedule State Street’s approved list of Borrowers, as such Schedule may be modified from time to time by State Street and Clientincluding, including without limitation, State Street Bank and Trust Company and any affiliate thereof (each acting in the Capital Markets division capacity of a Borrower, hereafter also referred to as an “SSB Borrower”), which list will be supplied to the Client on request. The Client shall have the right to prohibit Loans to any Borrower, including any previously approved Borrower. In the event that State Street; provided’s approved list of Borrowers is updated to include new Borrowers, however, if Available Securities are loaned to the Capital Markets division, in addition to being consistent with the terms hereof, said Loan shall Loans may not be made to such new Borrowers until Client has approved such new Borrowers 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")writing. 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 thereunderthe Client’s agent pursuant hereto, is or may be deemed to be the same legal entity as State Street as, or affiliated with, SSB Borrower acting as "“Borrower" ” under the State Street a Securities Loan Agreement, notwithstanding the different designations used herein and therein or the dual roles assumed by State Street hereunder and thereunder. The Client represents that (i) the power granted herein to State Street, as Client’s agent, to lend U.S. Securities owned by Client enter into Loan transactions with Borrowers (including, in legal effect, the power granted to State Street to make Loans to itselfincluding any SSB Borrower) and the other powers granted to State Street, as agent hereinpursuant hereto, are given as a result of the Client’s desire to increase its opportunity to lend securities held in its account on commercially reasonable terms, without such loans being considered a breach of State Street’s fiduciary duty, and are given expressly for the purpose of averting and waiving any prohibitions upon such lending lending, investment or other exercise of such other powers which might otherwise exist in the absence of such powers, and that (ii) subject to the adoption and implementation by State Street of the Conflict Procedures (as defined below), transactions effected pursuant to and in compliance with this Agreement and the State Street any Securities Loan Agreement (including any Securities Loan Agreement with any SSB Borrower) will not constitute a breach of trust or other fiduciary duty or any other duty by State StreetStreet or affiliates thereof. In connection with a Loan to any SSB Borrower pursuant hereto, the Client further acknowledges that it has granted shall furnish, and State Street shall cause the power applicable SSB Borrower to effect securities lending transactions with the Capital Markets division of State Street and other powers assigned furnish, 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 delivery to the other party other, upon request (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 to an SSB Borrower is outstanding under this Agreement, each party the Client shall, and State Street shall cause the SSB Borrower to, in either case, upon request, also promptly deliver to the other party (via State Street) all such recent financial information that is subsequently available, and any other financial information or statements that such the other party may reasonably request. In the event any such Loan is made effected by State Street to the Capital Markets divisionSSB Borrower, State Street hereby covenants and agrees for the benefit of the Clients Client that it has adopted and implemented procedural safeguards (the “Conflict Procedures”) to help ensure that all actions taken by it hereunder State Street as agent on behalf of the Client in respect of a Loan transaction pursuant hereto will be effected (i) at “arms length” terms, including prices, and (ii) by individuals other than, and not under the supervision of, than individuals who are acting on behalf of SSB Borrower in a its principal capacity as Borrower thereunder, and that all trades effected hereunder will take place at in the same fully negotiated "arms length" prices offered to similarly situated third parties by Loan transaction. State Street when it acts shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as lending agent, notwithstanding the inherent conflict of interest with respect to Loans to be effected by State Street to the Capital Markets divisionotherwise expressly provided herein.

BORROWERS. The Available Securities may be loaned by State Street, in its sole discretion, to any Borrower identified on SCHEDULE B, the Schedule of Approved Borrowers, as such Schedule . In no event may Available Securities be modified from time loaned to time by State Street and Client, including without limitation, the Capital Markets division any Borrower who is an affiliate of State Street; provided, howeverwhether or not such Borrower is listed on SCHEDULE B. State Street shall provide the Portfolios with a list of current and potential Borrowers that State Street has selected, if Available Securities and shall update such list monthly except where such list remains unchanged from the previous month. Except for any potential Borrowers with respect to whom a Portfolio notifies State Street in writing that they are loaned unacceptable, the updated list shall become the amended Schedule B. Any Borrowers deleted from State Street's list of current and potential Borrowers shall automatically be deleted at the same time from SCHEDULE B. In the event that a Portfolio approves lending to borrowers resident in the United Kingdom, the Portfolio shall complete Part 1 of the document known as a "MOD-2 form," which is attached hereto as EXHIBIT 4.1. 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 the Portfolio of the following matters: i. State Street shall make available to the Capital Markets division, in addition to being consistent with the terms hereof, said Loan shall be made Portfolio established procedures in accordance with the terms requirements of the Securities Loan Agreement attached hereto 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 the Portfolio 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 Exhibit 3.1, the Clients' Money as modified form time to time 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 provisions hereof (hereinafter, Clients' Money Regulations or such other regulations as shall amend or replace the "State Street Securities Loan Agreement"). The form of the State Street Securities Loan Agreement may be modified by State Street Clients' Money Regulations 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.

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 selected by State Street and ClientStreet, in its sole discretion, including without limitation, the Capital Financial Markets division Group of State Street; provided, however, if Available Securities are loaned to the Capital Financial Markets divisionGroup of State Street, in addition to being consistent with the terms hereof, said Loan shall be made in accordance with the terms of the Securities Loan Lending Agreement attached hereto as Exhibit Schedule 3.1, as modified form from time to time in accordance with the provisions hereof (hereinafter, the "State Street Securities Loan Lending Agreement"). The form of the State Street Securities Loan Lending 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 Lending 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 Lending 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 Financial Markets division Group 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 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 Financial Markets divisionGroup, State Street hereby covenants and agrees for the benefit of the Clients Client 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 Loans 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 Financial Markets divisionGroup. 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 3.1.

BORROWERS. The Available Securities may be loaned to any Borrower identified on the schedule of borrowers attached hereto as Schedule of BorrowersD, as such Schedule schedule may be modified from time to time by State Street and Clienteither the Fund, including or the Investment Manager, on behalf of the Fund (including, without limitation, the Capital Markets division of State Street; provided, howeverto the extent so identified on Schedule D). However, if Available Securities are loaned to the Capital Markets divisionState Street, 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 3.14.1, as modified form from time to time in accordance with the provisions hereof therein and herein (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 ClientFunds, in order to comply with the requirements of law or any regulatory authority having jurisdiction over State Street, the Client or Funds, the securities lending program or in any other manner that is not material and adverse to the interests of the ClientFunds. Client Each Fund 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 Each Fund represents that the power granted herein to State Street, as agent, to lend U.S. Available Securities owned by Client the Fund (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 Each Fund further acknowledges that it has granted State Street the power to effect securities lending transactions Loans 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 Clientthe Fund'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 party, upon request (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 divisionState Street, State Street hereby covenants and agrees for the benefit of the Clients that it has bene▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇as 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 State Street. State Street shall not be r▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇anties or covenants made by any Borrower in connection with any Loan or for any Borrower's performance of or failure to perform the Capital Markets divisionterms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein. For avoidance of doubt, the foregoing sentence shall not serve as any limitation on a Fund's remedies against State Street Bank and Trust Company, or a State Street Affiliate, under the applicable Securities Loan Agreement or applicable law, to the extent it is the Borrower of a Loan of Available Securities of such Fund authorized in accordance herewith.

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 selected by State Street and ClientStreet, in its sole discretion, 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 Lending Agreement attached hereto as Exhibit Schedule 3.1, as modified form from time to time in accordance with the provisions hereof (hereinafter, the "State Street Securities Loan Lending Agreement"). The form of the State Street Securities Loan Lending 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 Lending 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 Lending 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 Client 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 Loans 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 3.1.

BORROWERS. The Each Fund hereby authorizes State Street to effect Loans of Available Securities may be loaned to of the Fund with any Borrower identified person on the Schedule State Street’s approved list of Borrowers, as such Schedule may be modified from time to time by State Street and Clientincluding, including without limitation, State Street Bank and Trust Company and any affiliate thereof (each acting in the Capital Markets division capacity of a Borrower, hereafter also referred to as an “SSB Borrower”) which list will be supplied to the Fund upon execution of this Agreement, quarterly thereafter or upon request. Any SSB Borrower added to State Street; provided, however, if ’s approved list of Borrowers after the date hereof shall be automatically restricted from borrowing any Available Securities are loaned of any Fund pursuant 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 this Agreement or any Securities Loan Agreement attached hereto as Exhibit 3.1unless and until State Street receives the respective Fund’s prior written approval of such SSB Borrower and instruction to remove such restriction for the specified SSB Borrower. Each Fund may instruct State Street to restrict any new Loans to, as modified form time or to restrict any new Loans and recall (including via reallocations) any or all outstanding Loans to, any Borrower at any time in accordance with the provisions hereof (hereinafter, the "State Street Securities Loan Agreement")such Fund’s sole discretion. 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 Each Fund acknowledges that it is aware that State Street, acting as "Lender's Agent" hereunder and thereunderthe Fund’s agent pursuant hereto, is or may be deemed to be the same legal entity as State Street as, or affiliated with, SSB Borrower acting as "“Borrower" ” under the State Street a Securities Loan Agreement, notwithstanding the different designations used herein and therein or the dual roles assumed by State Street hereunder and thereunder. Client Each Fund represents that (i) the power granted herein to State Street, as Fund’s agent, to lend U.S. Securities owned by Client enter into Loan transactions with Borrowers (including, in legal effect, the power granted to State Street to make Loans to itselfincluding any SSB Borrower) and the other powers granted to State Street, as agent hereinpursuant hereto, are given as a result of the Fund’s desire to increase its opportunity to lend securities held in its account on commercially reasonable terms, without such loans being considered a breach of State Street’s fiduciary duty, and are given expressly for the purpose of averting and waiving any prohibitions upon such lending lending, investment or other exercise of such other powers which might otherwise exist in the absence of such powers, and that (ii) transactions effected pursuant to and in compliance with this Agreement and the State Street any Securities Loan Agreement (including any Securities Loan Agreement with any SSB Borrower) will not constitute a breach of trust or other fiduciary duty to the Trust or the Funds or any other duty by State StreetStreet or affiliates thereof to the Trust or the Funds. Client further acknowledges that it has granted In connection with a Loan to any SSB Borrower pursuant hereto, the Fund shall furnish upon request, and State Street shall cause the power applicable SSB Borrower to effect securities lending transactions with the Capital Markets division of State Street and other powers assigned furnish upon request, 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 delivery to the other party (i) the most recent publicly available audited statement of its financial condition, and (ii) to the extent permissible under applicable law, the most recent available unaudited statement of its financial condition, if more recent than the audited statement. As long as any Loan to an SSB Borrower is outstanding under this Agreement, each party the Fund shall, and State Street shall cause the SSB Borrower to, in either case, upon request, also promptly deliver to the other party (via State Street) all such recent financial information that is subsequently available, and any other financial information or statements that such the other party may reasonably request. In the event any such Loan is made effected by State Street to the Capital Markets divisionSSB Borrower, State Street hereby covenants and agrees for the benefit of the Clients Fund that it has adopted and implemented procedural safeguards to help ensure that all actions taken by it hereunder State Street as agent on behalf of the Fund in respect of a Loan transaction pursuant hereto will be effected (i) at “arms length” terms, including prices, and (ii) by individuals other than, and not under the supervision of, than individuals who are acting on behalf of SSB Borrower in a its principal capacity as Borrower thereunder, and that all trades effected hereunder will take place at in the same fully negotiated "arms length" prices offered to similarly situated third parties by Loan transaction. State Street when it acts shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as lending agent, notwithstanding the inherent conflict of interest with respect to Loans to be effected by State Street to the Capital Markets divisionotherwise expressly provided herein.

BORROWERS. The Fund hereby authorizes State Street to effect Loans of Available Securities may be loaned to any Borrower of the Fund with Borrowers identified on the Schedule of BorrowersBorrowers attached hereto as Schedule D, including, without limitation, State Street Bank and Trust Company and any affiliate thereof (each acting in the capacity of a Borrower, hereafter also referred to as such Schedule an “SSB Borrower”), which schedule may be modified from time to time by State Street and Client, including without limitation, the Capital Markets division of Fund in writing. State Street; provided, however, if Available Securities Street may delete a Borrower from Schedule D at any time in its sole discretion. State Street represents and warrants that formal annual credit reviews are loaned to the Capital Markets division, in addition to being consistent with the terms hereof, said Loan shall be made conducted for all Borrowers 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 ’s policies and adverse to the interests of the Clientprocedures. Client Each Fund acknowledges that it is aware that State Street, acting as "Lender's Agent" hereunder and thereunderthe Fund’s agent pursuant hereto, is or may be deemed to be the same legal entity as State Street as, or affiliated with, SSB Borrower acting as "“Borrower" ” under the State Street a Securities Loan Agreement, notwithstanding the different designations used herein and therein or the dual roles assumed by State Street hereunder and thereunder. Client Each Fund represents that (i) the power granted herein to State Street, as Fund’s agent, to lend U.S. Securities owned by Client enter into Loan transactions with Borrowers (including, in legal effect, the power granted to State Street to make Loans to itselfincluding any SSB Borrower) and the other powers granted to State Street, as agent hereinpursuant hereto, are given as a result of the Fund’s desire to increase its opportunity to lend securities held in its account on commercially reasonable terms, without such loans being considered a breach of State Street’s fiduciary duty, and are given expressly for the purpose of averting and waiving any prohibitions upon such lending lending, investment or other exercise of such other powers which might otherwise exist in the absence of such powers, and that (ii) transactions effected pursuant to and in compliance with this Agreement and the State Street any Securities Loan Agreement (including any Securities Loan Agreement with any SSB Borrower) will not constitute a breach of trust or other fiduciary duty or any other duty by State StreetStreet or affiliates thereof. Client further acknowledges that it has granted In connection with a Loan to any SSB Borrower pursuant hereto, the Fund shall furnish, and State Street shall cause the power applicable SSB Borrower to effect securities lending transactions with the Capital Markets division of State Street and other powers assigned furnish, 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 delivery to the other party other, upon request (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 to an SSB Borrower is outstanding under this Agreement, each party the Fund shall, and State Street shall cause the SSB Borrower to, in either case, upon request, also promptly deliver to the other party (via State Street) all such recent financial information that is subsequently available, and any other financial information or statements that such the other party may reasonably request. In the event any such Loan is made effected by State Street to the Capital Markets divisionSSB Borrower, State Street hereby covenants and agrees for the benefit of the Clients Fund that it has adopted and implemented procedural safeguards to help ensure that all actions taken by it hereunder State Street as agent on behalf of the Fund in respect of a Loan transaction pursuant hereto will be effected (i) at “arms length” terms, including prices, and (ii) by individuals other than, and not under the supervision of, than individuals who are acting on behalf of SSB Borrower in a its principal capacity as Borrower thereunderin the Loan transaction. State Street shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein. For the avoidance of doubt, the foregoing sentence shall not serve as any limitation on the Fund’s remedies against an SSB Borrower in connection with a Loan of Available Securities on behalf of the Fund authorized in accordance herewith.” (e) The first sentence of the fourth paragraph of Section 9 (Investment of Cash Collateral and Compensation) of the Agreement is hereby deleted in its entirety and replaced with the following language: “In the event the net income generated by any investment made pursuant to the first paragraph of this Section 9 does not equal or exceed the amount due the Borrower (the rebate fee for the use of cash Collateral) in accordance with the agreement between Borrower and State Street, State Street and the Fund shall, in accordance with the fee split set forth on Schedule A, share the 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; provided, however, that all trades effected hereunder will take place at for a Financing Transaction, the same fully negotiated "arms length" prices offered Fund shall be solely responsible for the payment of the rebate fee to similarly situated third parties the Borrower.” (f) The first sentence of Section 12(b) (Standard of Care and Indemnification) of the Agreement is hereby deleted in its entirety and replaced with the following language: “The Fund shall indemnify State Street and hold State Street harmless from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by State Street when it acts in rendering services hereunder or in connection with any breach of the terms of this Agreement by the Fund, including any breach of a representation or warranty by the Fund hereunder, except such loss or liability which results from State Street’s failure to exercise the standard of care required by Section 12(a).” (g) The following language is hereby added to the end of Section 13 (Representations and Warranties): “The Fund acknowledges that any obligation to determine whether any transaction made pursuant to this Agreement or the SLSA is in compliance with those laws and regulations under the Investment Company Act of 1940, as amended (the “1940 Act”) relating to the borrowing or lending agentof securities or cash, notwithstanding the inherent conflict posting or receipt of interest with respect collateral relating to Loans such borrowing or lending of cash or securities, or the issuance of ‘senior securities,’ as that term is defined under Section 18 of the 1940 Act, including all obligations to compile and maintain such data and make such calculations as are necessary or appropriate in order to make such determinations, as well as all obligations that require the Fund to segregate, identify and substitute Fund assets, and daily monitor such assets and their values (collectively, “Applicable 1940 Act Requirements”), except as specifically set forth herein or in the SLSA, is the obligation of Fund and not State Street or any State Street Affiliate. In addition, the Fund represents and warrants to State Street as of the close of business on each day that the Fund is so registered or is required to be effected so registered, that (i) any transaction or series of transactions under this Agreement and/or the SLSA that creates leverage as a matter of law or fact is (A) in furtherance of the Fund’s investment objective or objectives, (B) permitted or not otherwise prohibited by State Street the Fund’s investment policies, and (C) disclosed in all material respects in the Fund’s registration statement filed with the Securities and Exchange Commission pursuant to Section 8 of the 1940 Act, and (ii) Fund is in compliance with all laws and regulations applicable to the Capital Markets divisionFund, including Applicable 1940 Act Requirements.” (h) The last sentence of Section 14(a) (Borrower Default Indemnification) of the Agreement is hereby deleted in its entirety and replaced with the following language: “Subject to the Fund’s obligations pursuant to Section 8 hereof and Schedule A, paragraph 3(b), if and to the extent that such proceeds are insufficient or the Collateral is unavailable, the purchase of such Replacement Securities shall be made at State Street’s expense.” (i) The following language is hereby added to the end of Section 14 (Borrower Default Indemnification):

BORROWERS. The Available Securities may be loaned to any Borrower identified on the Schedule schedule of Borrowersborrowers, as such Schedule schedule may be modified from time to time by State Street and Clientthe Funds, including without limitation, State Street. Borrowers may be deleted from the Capital Markets division schedule of Borrowers by State Street, but Borrowers may only be added to such schedule of Borrowers upon agreement of State Street; provided, however, if Street and the Funds. The current schedule of Borrowers as of the date of this Agreement appears on Schedule D attached hereto. If Available Securities are loaned to the Capital Markets divisionState Street, as a Borrower, 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 3.14.1, as modified form from time to time in accordance with the provisions hereof therein and herein (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 ClientFunds, in order to comply with the requirements of law or any regulatory authority having jurisdiction over State Street, the Client or Funds, the securities lending program or in any other manner that is not material and adverse to the interests of the ClientFunds. Client Each Fund acknowledges that it is aware that State Street, acting as "“Lender's ’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 Each Fund represents that the any power granted herein to State Street, as agent, to lend U.S. Available Securities owned by Client the Fund (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 Each Fund further acknowledges that it has granted State Street the power to effect securities lending transactions Loans 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 the Fund’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 ’s fiduciary duty. In connection therewith, each party hereby agrees that it shall furnish to the other party party, upon request (i) the most recent publicly available audited statement of its financial condition, and (ii) the most recent publicly 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 availableavailable to the public, and any other publicly available financial information or statements that such other party may reasonably request. In the event any such Loan is made to the Capital Markets divisionS▇▇▇▇ ▇▇▇▇▇▇, State Street ▇▇▇▇▇ ▇▇▇▇▇▇ hereby covenants and agrees for the benefit of the Clients Funds 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 S▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ shall not be responsible hereunder for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the Capital Markets divisionterms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein.

BORROWERS. The Available Securities may be loaned to any Borrower identified on the schedule of borrowers, attached hereto as Schedule of BorrowersD, including without limitation, State Street, as such Schedule schedule may be modified from time to time by State Street and Client, including without limitation, the Capital Markets division of Fund in writing. State Street represents and warrants that formal annual credit reviews are conducted for all Borrowers in accordance with State Street; provided, however’s policies and procedures. However, if Available Securities are loaned to the Capital Markets divisionState Street, 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 3.14.1, as modified form from time to time in accordance with the provisions hereof therein and herein (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 ClientFunds, in order to comply with the requirements of law or any regulatory authority having jurisdiction over State Street, the Client or Funds, the securities lending program or in any other manner that is not material and adverse to the interests of the ClientFunds. Client Each Fund acknowledges that it is aware that State Street, acting as "“Lender's ’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 Each Fund represents that the power granted herein to State Street, as agent, to lend U.S. Available Securities owned by Client the Fund (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 Each Fund further acknowledges that it has granted State Street the power to effect securities lending transactions Loans 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 the Fund’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 ’s fiduciary duty. In connection therewith, each party hereby agrees that it shall furnish to the other party party, upon request (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 Funds 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 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein. For avoidance of doubt, the foregoing sentence shall not serve as any limitation on the Fund’s remedies against State Street to the Capital Markets divisionor a State Street Affiliate acting as Borrower in connection with a Loan of Available Securities on behalf of a Fund authorized in accordance herewith.

BORROWERS. The Available Securities may be loaned to any Borrower identified on the Schedule schedule of Borrowersborrowers, as such Schedule schedule may be modified from time to time by State Street and Clientthe Funds, including without limitation, State Street. Borrowers may be deleted from the Capital Markets division schedule of Borrowers by State Street, but Borrowers may only be added to such schedule of Borrowers upon agreement of State Street; provided, however, if Street and the Funds. The current schedule of Borrowers as of the date of this Agreement appears on Schedule D attached hereto. If Available Securities are loaned to the Capital Markets divisionState Street, as a Borrower, 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 3.14.1, as modified form from time to time in accordance with the provisions hereof therein and herein (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 ClientFunds, in order to comply with the requirements of law or any regulatory authority having jurisdiction over State Street, the Client or Funds, the securities lending program or in any other manner that is not material and adverse to the interests of the ClientFunds. Client Each Fund acknowledges that it is aware that State Street, acting as "“Lender's ’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 Each Fund represents that the any power granted herein to State Street, as agent, to lend U.S. Available Securities owned by Client the Fund (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 Each Fund further acknowledges that it has granted State Street the power to effect securities lending transactions Loans 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 the Fund’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 ’s fiduciary duty. In connection therewith, each party hereby agrees that it shall furnish to the other party party, upon request (i) the most recent publicly available audited statement of its financial condition, and (ii) the most recent publicly 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 availableavailable to the public, and any other publicly available 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 Funds 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 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ shall not be responsible hereunder for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the Capital Markets divisionterms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein.

BORROWERS. The Client hereby authorizes State Street to effect Loans of Available Securities of the Client with any person on State Street’s approved list of Borrowers, including, without limitation, State Street Bank and Trust Company and any affiliate thereof (each acting in the capacity of a Borrower, hereafter also referred to as an “SSB Borrower”), which list will be supplied to the Client on request. State Street’s approved list of Borrowers is available to the Client at any time, and the Client may be loaned restrict State Street from lending Available Securities to any Borrower identified on the Schedule such approved list of Borrowers, as such Schedule may be modified from time Borrowers upon written instruction 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 thereunderthe Client’s agent pursuant hereto, is or may be deemed to be the same legal entity as State Street as, or affiliated with, SSB Borrower acting as "“Borrower" ” under the State Street a Securities Loan Agreement, notwithstanding the different designations used herein and therein or the dual roles assumed by State Street hereunder and thereunder. The Client represents that (i) the power granted herein to State Street, as Client’s agent, to lend U.S. Securities owned by Client enter into Loan transactions with Borrowers (including, in legal effect, the power granted to State Street to make Loans to itselfincluding any SSB Borrower) and the other powers granted to State Street, as agent hereinpursuant hereto, are given as a result of the Client’s desire to increase its opportunity to lend securities held in its account on commercially reasonable terms, without such loans being considered a breach of State Street’s fiduciary duty, and are given expressly for the purpose of averting and waiving any prohibitions upon such lending lending, investment or other exercise of such other powers which might otherwise exist in the absence of such powers, and that (ii) transactions effected pursuant to and in compliance with this Agreement and the State Street any Securities Loan Agreement (including any Securities Loan Agreement with any SSB Borrower) will not constitute a breach of trust or other fiduciary duty or any other duty by State StreetStreet or affiliates thereof. In connection with a Loan to any SSB Borrower pursuant hereto, the Client further acknowledges that it has granted shall furnish, and State Street shall cause the power applicable SSB Borrower to effect securities lending transactions with the Capital Markets division of State Street and other powers assigned furnish, 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 delivery to the other party other, upon request (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 to an SSB Borrower is outstanding under this Agreement, each party the Client shall, and State Street shall cause the SSB Borrower to, in either case, upon request, also promptly deliver to the other party (via State Street) all such recent financial information that is subsequently available, and any other financial information or statements that such the other party may reasonably request. In the event any such Loan is made effected by State Street to the Capital Markets divisionSSB Borrower, State Street hereby covenants and agrees for the benefit of the Clients Client that it has adopted and implemented procedural safeguards to help ensure that all actions taken by it hereunder State Street as agent on behalf of the Client in respect of a Loan transaction pursuant hereto will be effected (i) at “arms length” terms, including prices, and (ii) by individuals other than, and not under the supervision of, than individuals who are acting on behalf of SSB Borrower in a its principal capacity as Borrower thereunderin the Loan transaction. Without prejudice to the obligations of a SSB Borrower under a Securities Loan Agreement, and that all trades effected hereunder will take place at the same fully negotiated "arms length" prices offered to similarly situated third parties by if applicable, State Street when it acts shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as lending agent, notwithstanding the inherent conflict of interest with respect to Loans to be effected by State Street to the Capital Markets divisionotherwise expressly provided herein.

BORROWERS. The Available Securities may be loaned to any Borrower identified on the schedule of borrowers attached hereto as Schedule of BorrowersD, as such Schedule schedule may be modified from time to time by State Street and Clienteither the Fund, including or the Investment Manager, on behalf of the Fund (including, without limitation, the Capital Markets division of State Street; provided, howeverto the extent so identified on Schedule D). However, if Available Securities are loaned to the Capital Markets divisionState Street, 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 3.14.1, as modified form from time to time in accordance with the provisions hereof therein and herein (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 ClientFunds, in order to comply with the requirements of law or any regulatory authority having jurisdiction over State Street, the Client or Funds, the securities lending program or in any other manner that is not material and adverse to the interests of the ClientFunds. Client Each Fund 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 Each Fund represents that the power granted herein to State Street, as agent, to lend U.S. Available Securities owned by Client the Fund (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 Each Fund further acknowledges that it has granted State Street the power to effect securities lending transactions Loans 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 Clientthe Fund'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 party, upon request (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 divisionState Street, State Street hereby covenants and agrees for the benefit of the Clients that it has bene▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇as 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 State Street. State Street shall not be resp▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇anties or covenants made by any Borrower in connection with any Loan or for any Borrower's performance of or failure to perform the Capital Markets divisionterms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein. For avoidance of doubt, the foregoing sentence shall not serve as any limitation on a Fund's remedies against State Street Bank and Trust Company, or a State Street Affiliate, under the applicable Securities Loan Agreement or applicable law, to the extent it is the Borrower of a Loan of Available Securities of such Fund authorized in accordance herewith.

BORROWERS. The Available Securities may be loaned to any Borrower identified on the Schedule schedule of Borrowersborrowers, as such Schedule schedule may be modified from time to time by State Street and Clientthe Fund, including without limitation, the Capital Markets division of State Street; provided, however. State Street and the Fund may each unilaterally delete a Borrower from the schedule upon written notice to the other party. However, if Available Securities are loaned to the Capital Markets divisionState Street, 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 3.14.1, as modified form from time to time in accordance with the provisions hereof therein and herein (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 upon written notice to the consent of the ClientFunds, in order to comply with the requirements of law or any regulatory authority having jurisdiction over State Street, the Client Funds or the securities lending program or in any other manner that is not material and adverse to the interests of the Clientprogram. Client Each Fund 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 Each Fund represents that the power granted herein to State Street, as agent, to lend U.S. Available Securities owned by Client the Fund (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 Each Fund further acknowledges that it has granted State Street the power to effect securities lending transactions Loans 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 Clientthe Fund'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 party, upon request (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 divisionState Street, State Street hereby covenants and agrees for the benefit a▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ of the Clients Funds 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 4 when it acts as lending agent, notwithstanding the inherent conflict of interest with respect to Loans to be effected by State Street to State Street. In the Capital Markets divisionevent the Fund approves lending to Borrowers resident in the United Kingdom, the Fund shall complete Part 1 of the Inland Revenue document known as a "MOD-2 form," which is attached hereto as Exhibit 4.2.