Common use of Conduct of Program Clause in Contracts

Conduct of Program. The Lending Agent shall have responsibility for negotiating the terms of each loan and, for collecting all required collateral, whether in the form of U.S. Dollar cash, securities issued or guaranteed by the United States Government or its agencies or instrumentalities, or other forms approved by each Client for use as collateral (the “Collateral”) on behalf of its Funds. Subject to the provisions of this Agreement, the Lending Agent shall have authority to do or cause to be done all acts by and on behalf of each Fund as it shall in good faith determine to be desirable, necessary or appropriate to implement and administer the Program contemplated hereby. The Lending Agent covenants and agrees that it shall undertake periodic credit reviews of borrowers and establish credit limits applicable thereto in accordance with its established credit policies and procedures and otherwise consistent with safe and sound banking practices. Without limiting the generality of any other provision hereof, in connection with the administration of the Program and in order to facilitate the approval of loan transactions by and on behalf of each Borrower, the Lending Agent is specifically authorized to disclose to each Borrower, the identity of each Client and its Funds as well as certain other information specific to its Funds including, without limitation, business address, U.S. Tax Identification Number, aggregate lendable assets, capitalization, total assets of its Funds held with the Lending Agent and/or net asset value. Any disclosure by the Lending Agent of a Client- or its Funds-specific information of the type specified in the preceding sentence other than the identity of such Client and/or such Funds and information relating to a specific loan transaction or series of transactions shall be made by the Lending Agent subject to the confidentiality agreement of the Borrower receiving such information in such form and substance as the Lending Agent shall determine to be appropriate and as otherwise consistent with industry practice and applicable law. Each loan of a Fund’s securities shall be made pursuant to a written agreement between the Lending Agent (or an affiliate), as agent for each Client and its Funds, and the Borrower (each a “Borrower Agreement” and collectively the “Borrower Agreements”). Attached hereto as Attachment 1 is a current master form of Borrower Agreement used by the Lending Agent (and its affiliates) primarily in connection with loans of U.S. Securities to Borrowers resident in the United States (the “Domestic Securities Loan Agreement”). In addition, each loan of Foreign Securities, if any, to Borrowers resident within the United States shall be made pursuant to a Borrower Agreement which is substantially in the form of the standard ISLA Overseas Securities Lender’s (Agency) Agreement (the “OSLA Agreement”), as amended from time to time, the current version of which is attached hereto as Attachment 2, and each loan of Foreign Securities to Borrowers resident outside of the United States shall be made pursuant to a Borrower Agreement which is substantially in the form of the standard Global Master Securities Lending Agreement (the “GMSLA”), as amended from time to time, the current version of which is attached hereto as Attachment 3. The Lending Agent shall not amend or modify its current master form of any Borrower Agreement (as attached hereto) in any manner which is inconsistent with the provisions of this Agreement without the prior written consent of the affected Client. Notwithstanding the foregoing, each Client acknowledges and agrees that the non-material provisions of the Lending Agent’s agreement with any Borrower may differ from the Lending Agent’s then current master form of Borrower Agreement (as attached hereto) as a result of the customary negotiation process between the Lending Agent and the Borrowers. This Agreement shall be deemed to create a separate agreement for each Fund comprising a series of a multi-series investment company as though each such Fund had separately executed an identical agreement. Any reference to a Fund in this Agreement shall be deemed to refer solely and exclusively to a particular Fund to which a given lending transaction under this Agreement relates. The rights and obligations of each Fund pursuant hereto or in connection with any transaction hereunder, are independent of, and separate and distinct from, the rights and obligations of each and every other Fund pursuant hereto or in connection with any transaction hereunder. Under no circumstances shall the rights, obligations or remedies with respect to a particular Fund constitute a right, obligation or remedy applicable to any other Fund. In particular, and without limiting the generality of the foregoing, the parties hereto agree that: (a) any event of default regarding any particular Fund shall not create any right or obligation with respect to any other Fund; (b) neither the Lending Agent nor any Borrower shall have any right to set off any claims of or against a particular Fund by applying property or rights of any other Fund; and (c) no Fund shall have claims to, or the right to set off against, assets or property held by a Borrower on account of any other Fund.

Conduct of Program. The Lending Agent shall have responsibility for negotiating the terms of each loan and, for collecting all required collateral, whether in the form of U.S. Dollar cash, securities issued or guaranteed by the United States Government or its agencies or instrumentalities, or other forms approved by each Client for use as collateral (the “"Collateral”") on behalf of its Funds. Subject to the provisions of this Agreement, the Lending Agent shall have authority to do or cause to be done all acts by and on behalf of each Fund as it shall in good faith determine to be desirable, necessary or appropriate to implement and administer the Program contemplated hereby. The Lending Agent covenants and agrees that it shall undertake periodic credit reviews of borrowers and establish credit limits applicable thereto in accordance with its established credit policies and procedures and otherwise consistent with safe and sound banking practices. Without limiting the generality of any other provision hereof, in connection with the administration of the Program and in order to facilitate the approval of loan transactions by and on behalf of each Borrower, the Lending Agent is specifically authorized to disclose to each Borrower, the identity of each Client and its Funds as well as certain other information specific to its Funds including, without limitation, business address, U.S. Tax Identification Number, aggregate lendable assets, capitalization, total assets of its Funds held with the Lending Agent and/or net asset value. Any disclosure by the Lending Agent of a Client- or its Funds-specific information of the type specified in the preceding sentence other than the identity of such Client and/or such Funds and information relating to a specific loan transaction or series of transactions shall be made by the Lending Agent subject to the confidentiality agreement of the Borrower receiving such information in such form and substance as the Lending Agent shall determine to be appropriate and as otherwise consistent with industry practice and applicable law. Each loan of a Fund’s 's securities shall be made pursuant to a written agreement between the Lending Agent (or an affiliate), as agent for each Client and its Funds, and the Borrower (each a “"Borrower Agreement” " and collectively the “"Borrower Agreements”"). Attached hereto as Attachment 1 is a current master form of Borrower Agreement used by the Lending Agent (and its affiliates) primarily in connection with loans of U.S. Securities to Borrowers resident in the United States (the “"Domestic Securities Loan Agreement”"). In addition, each loan of Foreign Securities, if any, to Borrowers resident within the United States shall be made pursuant to a Borrower Agreement which is substantially in the form of the standard ISLA Overseas Securities Lender’s 's (Agency) Agreement (the “"OSLA Agreement”"), as amended from time to time, the current version of which is attached hereto as Attachment 2, and each loan of Foreign Securities to Borrowers resident outside of the United States shall be made pursuant to a Borrower Agreement which is substantially in the form of the standard Global Master Securities Lending Agreement (the “"GMSLA”"), as amended from time to time, the current version of which is attached hereto as Attachment 3. The Lending Agent shall not amend or modify its current master form of any Borrower Agreement (as attached hereto) in any manner which is inconsistent with the provisions of this Agreement without the prior written consent of the affected Client. Notwithstanding the foregoing, each Client acknowledges and agrees that the non-material provisions of the Lending Agent’s 's agreement with any Borrower may differ from the Lending Agent’s 's then current master form of Borrower Agreement (as attached hereto) as a result of the customary negotiation process between the Lending Agent and the Borrowers. This Agreement shall be deemed to create a separate agreement for each Fund comprising a series of a multi-series investment company as though each such Fund had separately executed an identical agreement. Any reference to a Fund in this Agreement shall be deemed to refer solely and exclusively to a particular Fund to which a given lending transaction under this Agreement relates. The rights and obligations of each Fund pursuant hereto or in connection with any transaction hereunder, are independent of, and separate and distinct from, the rights and obligations of each and every other Fund pursuant hereto or in connection with any transaction hereunder. Under no circumstances shall the rights, obligations or remedies with respect to a particular Fund constitute a right, obligation or remedy applicable to any other Fund. In particular, and without limiting the generality of the foregoing, the parties hereto agree that: (a) any event of default regarding any particular Fund shall not create any right or obligation with respect to any other Fund; (b) neither the Lending Agent nor any Borrower shall have any right to set off any claims of or against a particular Fund by applying property or rights of any other Fund; and (c) no Fund shall have claims to, or the right to set off against, assets or property held by a Borrower on account of any other Fund.