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 the Client for use as collateral (the "Collateral"), on behalf of the 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. In addition, each loan of a Fund's' securities shall be made pursuant to a written agreement between the Lending Agent, as agent for its clients including the Fund, and the Borrower. Attached hereto as Attachment 1 is a current master form of securities lending agreement used by the Lending Agent with Borrowers resident in the United States ("US Borrowers"). With respect to Borrowers who are resident outside of the United States ("Non U.S. Borrowers"), each such loan of securities of a Fund shall be made pursuant to a written Borrower Agreement which is substantially in the form of the standard 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. The Lending Agent shall not amend or modify its current master form of securities lending agreement for use with any US Borrowers or Non-U.S. Borrowers of any securities of the Funds in any manner which is inconsistent with the provisions of this Agreement without the prior written consent of the Client. Notwithstanding the foregoing, the 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, or series thereof, to which a given lending transaction under this Agreement relates. The rights and obligations of each Fund, or series thereof, 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, or series thereof, pursuant hereto or in connection with any transaction hereunder. Under no circumstances shall the rights, obligations or remedies with respect to a particular Fund, or series thereof, constitute a right, obligation or remedy applicable to any other Fund or series. In particular, and without limiting the generality of the foregoing, the parties hereto agree that: (a) any event of default regarding one Fund, or series thereof, shall not create any right or obligation with respect to any other Fund or series thereof; (b) neither the Lending Agent nor any Borrower shall have any right to set off any claims of or against a Fund, or a series thereof, by applying property or rights of any other Fund, or series thereof, and (c) no Fund, or series thereof, shall have claims to, or the right to set off against, assets or property held by a Borrower on account of any other Fund or series thereof.

Conduct of Program. The Lending Agent shall have responsibility for negotiating the terms of each loan and, 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, irrevocable letters of credit issued by banks independent of the Borrowers or such other forms approved as may be agreed upon by the Lending Agent and the Client for use from time to time (“Collateral”). Each loan of a Fund’s securities shall be made pursuant to a written agreement between the Lending Agent (or an affiliate of the Lending Agent) and the Borrower substantially in the form of the Lending Agent’s standard form(s) of Securities Borrowing Agreement as collateral in effect from time to time copies of which will be provided to Client promptly upon request (the "Collateral"“Borrower Agreement”), on behalf . The Lending Agent represents and warrants that the substantive provisions of each of the FundsBorrower Agreements are consistent in all respects with the requirements of this Agreement. Subject to The Client acknowledges and agrees and that the non-material provisions of any Borrower Agreement may differ from the Lending Agent’s then current master form of Borrower Agreement as a result of the customary negotiation process between the Lending Agent and the Borrowers, provided, however, that Lending Agent shall not amend or modify any Borrower Agreement or any of its current master forms of Borrower Agreement in any manner which is inconsistent with the provisions of this Agreement or otherwise materially adverse to Client without the prior written consent of the Client and provided, further that the terms of any such Borrower Agreement (i) do not purport to create any obligation on behalf of Client or any Fund, in respect of any indemnification provision or otherwise, other than the obligation to return Collateral provided under such agreement, to pay any rebate and/or to make any in-lieu-of payment in respect of such Collateral, (ii) do not make Client or any Fund liable for the obligations of any other person nor grant a security interest in or pledge of any assets of Client or any Fund to secure or otherwise support the obligations of any other such person, (iii) require that each loan thereunder be fully collateralized at all times, (iv) provide for the return to Client or the Fund of the loaned securities or securities identical in all material respects to the loaned securities, (v) provide for each loan thereunder to be terminable by the Lender in the normal and customary settlement time for such securities transactions; and (vi) are otherwise consistent with the terms of this Agreement and applicable law. Copies of such agreements will be made available to Client upon request. The Lending Agent shall not amend or modify such form(s) of Borrower Agreement in any manner which is inconsistent with the provisions of this Agreement without the prior written consent of the Client. If the Borrower is required to make a payment (a “Borrower Payment”) with respect to any distributions on loaned securities, and the Borrower is required by law to collect or remit any withholding or other tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower payment (a “Tax”), then the Borrower shall be required by the Lending Agent, in connection with the loan of U.S. Securities or Foreign Securities, as the case may be, in question, to pay such additional amounts as may be necessary in order that the net amount of the Borrower’s payment received by Fund for whose account such loan has been made, after payment of such Tax, equals the net amount of the distribution that would have been received if such distribution had been paid directly to such Fund. In the event that a Borrower assigns any loan to any person or entity that is not a Borrower, Lending Agent will terminate the loan immediately. In the event that a Borrower assigns a Borrower Agreement to any person or entity that is not itself a Borrower, Bank will immediately terminate all loans outstanding under such Borrower Agreement. Client may, in its sole and absolute discretion, by written notice to Lending Agent, (i) restrict the loan of one or more securities held by Lending Agent on behalf of one or more Funds; and/or (ii) restrict one or more Borrowers from borrowing securities from one or more Funds. The Lending Agent shall have authority to do or cause to be done all acts by and on behalf of each Fund the Funds as it shall in good faith determine to be desirable, necessary or appropriate to implement and administer the Program, subject to such restrictions as set forth elsewhere in this Agreement. The Lending Agent agrees to conduct the Program contemplated herebyin accordance with all applicable laws and regulations. Without limiting the generality of the foregoing, 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 the Client and the Funds as well as certain other information specific to the Funds including, without limitation, business address, U.S. Tax Identification Number, aggregate lendable assets, capitalization, total assets of the Funds held with the Lending Agent and/or net asset value. Any disclosure by the Lending Agent of Client or Fund-specific information of the type specified in the preceding sentence 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 reasonably and in good faith determine to be appropriate and as otherwise consistent with industry practice. The Lending Agent covenants and agrees that it shall undertake periodic credit reviews of borrowers 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. In addition, each loan of a Fund's' securities shall be made pursuant to a written agreement between the Lending Agent, as agent for its clients including the Fund, and the Borrower. Attached hereto as Attachment 1 is a current master form of securities lending agreement used by the Lending Agent with Borrowers resident in the United States ("US Borrowers"). With respect to Borrowers who are resident outside of the United States ("Non U.S. Borrowers"), each such loan of securities of a Fund shall be made pursuant to a written Borrower Agreement which is substantially in the form of the standard 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. The Lending Agent shall not amend or modify its current master form of securities lending agreement for use with any US Borrowers or Non-U.S. Borrowers of any securities of the Funds in any manner which is inconsistent with the provisions of this Agreement without the prior written consent of the Client. Notwithstanding the foregoing, the 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 to the same extent 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, or series thereof, Fund to which a given lending transaction under this Agreement relates. The rights and obligations of each Fund, or series thereof, 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, or series thereof, 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, or series thereof, Fund constitute a right, obligation or remedy applicable to any other Fund or seriesFund. In particular, and without limiting the generality of the foregoing, the parties hereto agree that: (a) any event of default regarding one Fund, or series thereof, Fund shall not create any right or obligation with respect to any other Fund or series thereofFund; (b) neither the Lending Agent nor any Borrower shall have any right to set off any claims of or against a Fund, or a series thereof, Fund by applying property or rights of any other Fund, or series thereof, and (c) no Fund, or series thereof, shall have claims to, or the right to set off against, assets or property held by a Borrower on account of any other Fund or series thereof.

Conduct of Program. The Lending Agent shall have responsibility for negotiating entering into loans pursuant to the terms of each loan and, Borrower Agreement (as defined below) 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, irrevocable letters of credit issued by banks independent of the Borrowers or such other forms approved as may be agreed upon by the Lending Agent and the Client for use from time to time (“Collateral”). Each loan of a Fund’s securities shall be made pursuant to a written agreement between the Lending Agent (or an affiliate of the Lending Agent) and the Borrower substantially in the form of the Lending Agent’s standard form(s) of Securities Borrowing Agreement as collateral in effect from time to time copies of which will be provided to Client promptly upon request (the "Collateral"“Borrower Agreement”), on behalf . The Lending Agent represents and warrants that the substantive provisions of each of the FundsBorrower Agreements are consistent in all respects with the requirements of this Agreement. Subject to The Client acknowledges and agrees and that the non-material provisions of any Borrower Agreement may differ from the Lending Agent’s then current master form of Borrower Agreement as a result of the customary negotiation process between the Lending Agent and the Borrowers, provided, however, that Lending Agent shall not amend or modify any Borrower Agreement or any of its current master forms of Borrower Agreement in any manner which is inconsistent with the provisions of this Agreement or otherwise materially adverse to Client without the prior written consent of the Client and provided, further that the terms of any such Borrower Agreement (i) do not purport to create any obligation on behalf of Client or any Fund, in respect of any indemnification provision or otherwise, other than the obligation to return Collateral provided under such agreement, to pay any rebate and/or to make any in-lieu-of payment in respect of such Collateral, (ii) do not make Client or any Fund liable for the obligations of any other person nor grant a security interest in or pledge of any assets of Client or any Fund to secure or otherwise support the obligations of any other such person, (iii) require that each loan thereunder be fully collateralized at all times, (iv) provide for the return to Client or the Fund of the loaned securities or securities identical in all material respects to the loaned securities, (v) provide for each loan thereunder to be terminable by the Lending Agent in the normal and customary settlement time for such securities transactions; and (vi) are otherwise consistent with the terms of this Agreement and applicable law. Copies of such agreements will be made available to Client upon request. The Lending Agent shall not amend or modify such form(s) of Borrower Agreement in any manner which is inconsistent with the provisions of this Agreement without the prior written consent of the Client. If the Borrower is required to make a payment (a “Borrower Payment”) with respect to any distributions on loaned securities, and the Borrower is required by law to collect or remit any withholding or other tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower payment (a “Tax”), then the Borrower shall be required by the Lending Agent, in connection with the loan of U.S. Securities or Foreign Securities, as the case may be, in question, to pay such additional amounts as may be necessary in order that the net amount of the Borrower’s payment received by Fund for whose account such loan has been made, after payment of such Tax, equals the net amount of the distribution that would have been received if such distribution had been paid directly to such Fund. In the event that a Borrower assigns any loan to any person or entity that is not a Borrower, Lending Agent will terminate the loan immediately. In the event that a Borrower assigns a Borrower Agreement to any person or entity that is not itself a Borrower, Bank will immediately terminate all loans outstanding under such Borrower Agreement. Client may, in its sole and absolute discretion, by written notice to Lending Agent, (i) restrict the loan of one or more securities held by Lending Agent on behalf of one or more Funds; and/or (ii) restrict one or more Borrowers from borrowing securities from one or more Funds. The Lending Agent shall have authority to do or cause to be done all acts by and on behalf of each Fund the Funds as it shall in good faith determine to be desirable, necessary or appropriate to implement and administer the Program, subject to such restrictions as set forth elsewhere in this Agreement. The Lending Agent agrees to conduct the Program contemplated herebyin accordance with all applicable laws and regulations. Without limiting the generality of the foregoing, 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 the Client and the Funds as well as certain other information specific to the Funds including, without limitation, business address, U.S. Tax Identification Number, aggregate lendable assets, capitalization, total assets of the Funds held with the Lending Agent and/or net asset value. Any disclosure by the Lending Agent of Client or Fund-specific information of the type specified in the preceding sentence 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 reasonably and in good faith determine to be appropriate and as otherwise consistent with industry practice. The Lending Agent covenants and agrees that it shall undertake periodic credit reviews of borrowers 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. In addition, each loan of a Fund's' securities shall be made pursuant to a written agreement between the Lending Agent, as agent for its clients including the Fund, and the Borrower. Attached hereto as Attachment 1 is a current master form of securities lending agreement used by the Lending Agent with Borrowers resident in the United States ("US Borrowers"). With respect to Borrowers who are resident outside of the United States ("Non U.S. Borrowers"), each such loan of securities of a Fund shall be made pursuant to a written Borrower Agreement which is substantially in the form of the standard 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. The Lending Agent shall not amend or modify its current master form of securities lending agreement for use with any US Borrowers or Non-U.S. Borrowers of any securities of the Funds in any manner which is inconsistent with the provisions of this Agreement without the prior written consent of the Client. Notwithstanding the foregoing, the 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 to the same extent 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, or series thereof, Fund to which a given lending transaction under this Agreement relates. The rights and obligations of each Fund, or series thereof, 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, or series thereof, 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, or series thereof, Fund constitute a right, obligation or remedy applicable to any other Fund or seriesFund. In particular, and without limiting the generality of the foregoing, the parties hereto agree that: (a) any event of default regarding one Fund, or series thereof, Fund shall not create any right or obligation with respect to any other Fund or series thereofFund; (b) neither the Lending Agent nor any Borrower shall have any right to set off any claims of or against a Fund, or a series thereof, Fund by applying property or rights of any other Fund, or series thereof, and (c) no Fund, or series thereof, shall have claims to, or the right to set off against, assets or property held by a Borrower on account of any other Fund or series thereof.