Common use of Distributions on and Voting Rights with Respect to Loaned Securities Clause in Contracts

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (or Investment Manager) may, by giving State Street ten (l0) Business Days' notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's account on the date it is delivered to State Street. The Client acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities. The Client also acknowledges that any payments of distributions from Borrower to Client are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax treatment of such payment may differ from the tax treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client are complied with, but State Street shall not be required to make any payment unless the Client has first placed it in funds to make such payment.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l010) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Notwithstanding the foregoing, each Fund reserves the right to recall Loans to vote proxies if a material event affecting the investment, as determined by the Fund or its Investment Manager, is to occur. In such event, the Fund shall instruct State Street, at least ten (10) business days prior to the record date established for determining the identity of stockholders entitled to vote the Loan Securities, to terminate the Loan of the Loan Securities. State Street shall use reasonable efforts to terminate the Loan at least five (5) business days prior to the record date. Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a refund of any prepayment of French tax (“equalization tax” or “precompte”) or an additional tax credit adjustment (“credit d’impot”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client Each Fund represents and warrants that it is the legal and beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the ClientFund's account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Daysbusiness days' notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the ClientFund's account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as "complementary coupons") declared and payable by such company that are equivalent to a refund of any prepayment of French tax ("equalization tax" or "precompte") or an additional tax credit adjustment ("credit d'impot"). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client Each Fund represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances (except for any liens, claims, security interests or encumbrances arising under its custodial arrangements) and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the ClientFund's account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Daysbusiness days' notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the ClientFund's account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned loaned Securities shall be credited to the Client's Lender’s account on the date such amounts are delivered by the Borrower to State Streetthe Bank. Any non-cash distribution on Loaned loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan loan (and shall be considered to constitute Loaned loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (or Investment Manager) Lender may, by giving State Street the Bank ten (l0) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street the Bank to request that the Borrower deliver such non-cash distribution to State Streetthe Bank, pursuant to the applicable Securities Loan Borrowing Agreement, in which case State Street the Bank shall credit such non-cash distribution to the Client's Lender’s account on the date it is delivered to State Streetthe Bank. The Client Lender acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Securities of the Account that are on loan on the applicable record date for such securitiesSecurities. The Client Lender also acknowledges that any payments of distributions from Borrower to Client the Lender are in substitution for the interest or dividend accrued or paid in respect of Loaned loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned loaned Securities, State Street the Bank shall use all reasonable endeavors to ensure that any timely instructions from the Client Lender are complied with, but State Street the Bank shall not be required to make any payment unless the Client Lender has first placed it in provided the Bank with funds to make such payment. The Lender acknowledges and agrees that, with respect to a dividend paid during the loan term by a company that is a resident of France, the Lender will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”). The Lender further acknowledges and agrees that the Lender will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s relevant account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s relevant account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment substitute payments may differ from the tax and accounting treatment of such interest or dividenddividend payments if received directly from issuers. Each Fund also acknowledges that, with respect to payments of distributions from Borrower, the Fund will generally not be entitled to any credits, including foreign tax credits, for any income tax that would normally be withheld at source on actual distributions of income made by the issuer of the Loaned Securities. Each Fund further acknowledges that, unless otherwise agreed, payments of distributions from Borrower will be determined by reference to Applicable Law as of the date of each payment and no adjustment will be made to amounts paid by Borrower as a result of any retroactive change in Applicable Law that is announced or enacted after the date of the relevant payment or any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this Agreement or amounts paid or payable under this Agreement). If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in funds with State Street to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's ’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (or Investment Manager) Manager may, by giving State Street ten (l0) Business Days' business days notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's ’s account on the date it is delivered to State Street. The Client acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan Loan on the applicable record date for such securities. The Client also acknowledges that any payments of distributions from Borrower to the Client are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividenddividend payments. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client are complied with, but State Street shall not be required to make any payment unless the Client has first placed it in funds with State Street to make such payment. Client acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Client will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”). The Client further acknowledges and agrees that the Client will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s relevant account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s relevant account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment substitute payments may differ from the tax and accounting treatment of such interest or dividenddividend if received directly from issuers. Each Fund also acknowledges that, with respect to payments of distributions from Borrower, the Fund will generally not be entitled to any credits, including foreign tax credits, for any income tax that would normally be withheld at source on actual distributions of income made by the issuer of the Loaned Securities. Each Fund further acknowledges that, unless otherwise agreed, payments of distributions from Borrower will be determined by reference to Applicable Law as of the date of each payment and no adjustment will be made to amounts paid by Borrower as a result of any retroactive change in Applicable Law that is announced or enacted after the date of the relevant payment or any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this Agreement or amounts paid or payable under this Agreement). If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors efforts to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a refund of any prepayment of French tax (“equalization tax” or “precompte”) or an additional tax credit adjustment (“credit d’impot”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s relevant account on the date such amounts are delivered by the Borrower to State Street. Any non-cash non‑cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash non‑cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Days' business days’ notice prior to the date of such non-cash non‑cash distribution, direct State Street to request that the Borrower deliver such non-cash non‑cash distribution to State Street, pursuant to the applicable Securities Loan Information Classification: Limited Access Agreement, in which case State Street shall credit such non-cash non‑cash distribution to the Client's Fund’s relevant account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment substitute payments may differ from the tax and accounting treatment of such interest or dividenddividend payments if received directly from issuers. Each Fund also acknowledges that, with respect to payments of distributions from Borrower, the Fund will generally not be entitled to any credits, including foreign tax credits, for any income tax that would normally be withheld at source on actual distributions of income made by the issuer of the Loaned Securities. Each Fund further acknowledges that, unless otherwise agreed, payments of distributions from Borrower will be determined by reference to Applicable Law as of the date of each payment and no adjustment will be made to amounts paid by Borrower as a result of any retroactive change in Applicable Law that is announced or enacted after the date of the relevant payment or any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this Agreement or amounts paid or payable under this Agreement). If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in funds with State Street to make such payment.. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares. Information Classification: Limited Access

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the ClientFund's account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Daysbusiness days' notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the ClientFund's account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Notwithstanding the foregoing, each Fund reserves the right to recall Loans to vote proxies if a material event affecting the investment, as determined by the Fund or its Investment Manager, is to occur. In such event, the Fund shall instruct State Street, at least ten (10) business days prior to the record date established for determining the identity of stockholders entitled to vote the Loan Securities, to terminate the Loan of the Loan Securities. State Street shall use reasonable efforts to terminate the Loan at least five (5) business days prior to the record date. Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as "complementary coupons") declared and payable by such company that are equivalent to a refund of any prepayment of French tax ("equalization tax" or "precompte") or an additional tax credit adjustment ("credit d'impot"). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s relevant account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which distribution is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten six (l06) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s relevant account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment substitute payments may differ from the tax and accounting treatment of such interest or dividenddividend payments if received directly from issuers. Each Fund also acknowledges that, with respect to payments of distributions from Borrower, the Fund will generally not be entitled to any credits, including foreign tax credits, for any income tax that would normally be withheld at source on actual distributions of income made by the issuer of the Loaned Securities. Each Fund further acknowledges that, unless otherwise agreed, payments of distributions from Borrower will be determined by reference to Applicable Law as of the date of each payment and no adjustment will be made to amounts paid by Borrower as a result of any retroactive change in Applicable Law that is announced or enacted after the date of the relevant payment or any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this Agreement or amounts paid or payable under this Agreement). If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in funds with State Street to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s relevant account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s relevant account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities. The Client Fund may at any time instruct State Street to recall Loaned Securities Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment substitute payments may differ from the tax and accounting treatment of such interest or dividenddividend payments if received directly from issuers. Each Fund also acknowledges that, with respect to payments of distributions from Borrower, the Fund will generally not be entitled to any credits, including foreign tax credits, for any income tax that would normally be withheld at source on actual distributions of income made by the issuer of the Loaned Securities. Each Fund further acknowledges that, unless otherwise agreed, payments of distributions from Borrower will be determined by reference to Applicable Law as of the date of each payment and no adjustment will be made to amounts paid by Borrower as a result of any retroactive change in Applicable Law that is announced or enacted after the date of the relevant payment or any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this Agreement or amounts paid or payable under this Agreement). If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in funds with State Street to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s relevant account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (or Investment Manager) Fund may, by giving State Street ten three (l03) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s relevant account on the date it is delivered to State Street. The Client Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities. The Client Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment substitute payments may differ from the tax and accounting treatment of such interest or dividenddividend payments if received directly from issuers. The Fund also acknowledges that, with respect to payments of distributions from Borrower, the Fund will generally not be entitled to any credits, including foreign tax credits, for any income tax that would normally be withheld at source on actual distributions of income made by the issuer of the Loaned Securities. The Fund further acknowledges that, unless otherwise agreed, payments of distributions from Borrower will be determined by reference to Applicable Law as of the date of each payment and no adjustment will be made to amounts paid by Borrower as a result of any retroactive change in Applicable Law that is announced or enacted after the date of the relevant payment or any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this Agreement or amounts paid or payable under this Agreement). If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in funds with State Street to make such payment. The Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”). The Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client Each Fund represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the ClientFund's account on the date such amounts are delivered by the Borrower to State StreetStreet with the exception of those securities markets in which State Street provides the Fund with predetermined income. Such predetermined income shall be credited to the Fund's account on the payable date of the issuer. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client Fund (or Investment Manager) may, by giving State Street ten (l0) Business Daysbusiness days' notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the ClientFund's account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax treatment of such payment may differ from the tax treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client Each Fund represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances (except for any liens, claims, security interests or encumbrances arising under its custodial arrangements) and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the ClientFund's account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l010) Business Daysbusiness days' notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the ClientFund's account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the ClientPortfolio's account on the date such amounts are delivered by the Borrower to State StreetStreet in an amount equal to (A) such interest, dividend or other distribution less (B) the amount of any withholding taxes payable with respect to such interest, dividend or other distribution plus (C) any withholding or other amount that Client would be entitled to reclaim if Client had been in possession of the Loaned Securities at the time such interest, dividend or other distribution was paid. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (or Investment Manager) may, by giving State Street ten (l010) Business Days' notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Lending Agreement, in which case State Street shall credit such non-cash distribution to the ClientPortfolio's account on the date it is delivered to State Street. The Client acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities. The Client also acknowledges that any payments of distributions from Borrower to Client are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax treatment of such payment may differ from the tax treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client are complied with, but State Street shall not be required to make any payment unless the Client has first placed it in funds to make such payment.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s relevant account on the date such amounts are delivered by the Borrower to State Street. Any non-cash non‑cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash non‑cash distribution is received by the Borrower; provided that the Client (Fund or its Investment Manager) Manager may, by giving State Street ten (l0) Business Days' business days’ notice prior to the date of such non-cash non‑cash distribution, direct State Street to request that the Borrower deliver such non-cash non‑cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash non‑cash distribution to the Client's Fund’s relevant account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment substitute payments may differ from the tax and accounting treatment of such interest or dividenddividend payments if received directly from issuers. Each Fund also acknowledges that, with respect to payments of distributions from Borrower, the Fund will generally not be entitled to any credits, including foreign tax credits, for any income tax that would normally be withheld at source on actual distributions of income made by the issuer of the Loaned Securities. Each Fund further acknowledges that, unless otherwise agreed, payments of distributions from Borrower will be determined by reference to Applicable Law as of the date of each payment and no adjustment will be made to amounts paid by Borrower as a result of any retroactive change in Applicable Law that is announced or enacted after the date of the relevant payment or any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this Agreement or amounts paid or payable under this Agreement). If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in funds with State Street to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client Each Fund represents and warrants that it is the legal and beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances (other than in the ordinary course or as required by Section 18 of the Investment Company Act of 1940, as amended (the “1940 Act”)) and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l010) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s account on the date it is delivered to State Street. The Client Except as set forth in Section 6, each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client a Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s relevant account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s relevant account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities. The Client State Street acknowledges that the Fund may instruct State Street to terminate a Loan so that the Fund may seek to regain record ownership of Loaned Securities to exercise beneficial rights, such as voting and subscription rights. Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment substitute payments may differ from the tax and accounting treatment of such interest or dividenddividend payments if received directly from issuers. Each Fund also acknowledges that, with respect to payments of distributions from Borrower, the Fund will generally not be entitled to any credits, including foreign tax credits, for any income tax that would normally be withheld at source on actual distributions of income made by the issuer of the Loaned Securities. Each Fund further acknowledges that, unless otherwise agreed, payments of distributions from Borrower will be determined by reference to Applicable Law as of the date of each payment and no adjustment will be made to amounts paid by Borrower as a result of any retroactive change in Applicable Law that is announced or enacted after the date of the relevant payment or any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this Agreement or amounts paid or payable under this Agreement). If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all commercially reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in funds with State Street to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client Each Portfolio represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the ClientPortfolio's account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided PROVIDED that the Client Portfolio (or Investment Manager) may, by giving State Street ten (l0) Business Daysbusiness days' notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the ClientPortfolio's account on the date it is delivered to State Street. The Client Each Portfolio acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities. The Client Notwithstanding the foregoing, each Portfolio reserves the right to recall Loans to vote proxies if a material event affecting the investment is to occur. In such event, the Portfolio shall instruct State Street, at least ten (10) business days prior to the record date established for determining the identity of stockholders entitled to vote the Loaned Securities, to terminate the Loan of the Loaned Securities. State Street shall use reasonable efforts to terminate the Loan at least five (5) business days prior to the record date. Each Portfolio also acknowledges that any payments of distributions from Borrower to Client the Portfolio are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax treatment of such payment may differ from the tax treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Portfolio are complied with, but State Street shall not be required to make any payment unless the Client Portfolio has first placed it in delivered to State Street funds to make such payment.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client Each Fund represents and warrants that it is the beneficial [legal/beneficial] owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l010) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all commercially reasonable endeavors efforts to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the applicable Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l010) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s account on the date it is delivered to State Street. The In the event a Fund wishes to vote a proxy or participate in a corporate action-related event and notifies State Street of such intent in accordance with State Street timelines as communicated to the Client from time to time, and directs State Street to initiate action to terminate a Loan pursuant to Section 6 of this Agreement, such that the Loaned Security must be returned prior to the applicable deadline in the Securities Loan Agreement, State Street will use reasonable efforts to re-allocate the Loan (in an effort to obtain the Replacement Securities from another client participating in State Street’s securities lending program) prior to recalling such Loan, but shall be without liability to the Fund or the relevant Company in the event it is not able to re-allocate such Loan or in the event such Securities are not returned from the Borrower in time for the relevant vote or corporate action deadline. If State Street receives notification from ADP, or other service used by State Street, of a record date of an issuer and State Street determines that the Companies (in the aggregate) own more than a pre-determined percentage of the outstanding shares of such issuer (such percentage to be provided to State Street in writing and signed by an Authorized Representative of the Companies), State Street will automatically initiate an action to terminate a Securities Loan Agreement pursuant to this Section 6, resulting in such Loaned Security being returned prior to the applicable deadline in the Securities Loan Agreement in order that each applicable Fund holds such shares as of the record date. State Street will use reasonable efforts to re-allocate the Loan (by obtaining the Replacement Securities from another client participating in State Street’s securities lending program) prior to recalling such Loan, but shall be without liability to the Fund or the relevant Company in the event it is not able to re-allocate such Loan or procure the return of such Securities from the Borrower prior to record date.. In addition, no additional Loans will be executed with respect to such Loaned Security, including such security if it is an Available Security, until the record date of such security has passed. Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a refund of any prepayment of French tax (“equalization tax” or “precompte”) or an additional tax credit adjustment (such as “credit d’impot étranger”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the ClientFund's account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l010) Business Daysbusiness days' notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the ClientFund's account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as "complementary coupons") declared and payable by such company that are equivalent to a refund of any prepayment of French tax ("equalization tax" or "precompte") or an additional tax credit adjustment ("credit d'impot"). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the ClientFund's account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan to which such dividend relates (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borroweractually made; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Daysbusiness days' notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the ClientFund's account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan Loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend dividends accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment payments may differ from the tax and accounting treatment of such interest or dividenddividends. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client affected Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as "complementary coupons") declared and payable by such company that are equivalent to a refund of any prepayment of French tax ("equalization tax" or "precompte") or an additional tax credit adjustment ("credit d'impot"). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client Each Fund represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the ClientFund's account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Daysbusiness days' notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the ClientFund's account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s relevant account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (or Investment Manager) Fund may, by giving State Street ten five (l05) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s relevant account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment substitute payments may differ from the tax and accounting treatment of such interest or dividenddividend payments if received directly from issuers. Each Fund also acknowledges that, with respect to payments of distributions from Borrower, the Fund will generally not be entitled to any credits, including foreign tax credits, for any income tax that would normally be withheld at source on actual distributions of income made by the issuer of the Loaned Securities. Each Fund further acknowledges that, unless otherwise agreed, payments of distributions from Borrower will be determined by reference to Applicable Law as of the date of each payment and no adjustment will be made to amounts paid by Borrower as a result of any retroactive change in Applicable Law that is announced or enacted after the date of the relevant payment or any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this Agreement or amounts paid or payable under this Agreement). If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in funds with State Street to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client Each Fund represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances (except for any liens, claims, security interests or encumbrances arising under its custodial arrangements) and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l010) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentenceherein, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's account Customer’s Custody Account on the date such amounts are arc delivered by the Borrower to State Streetthe Custody Account. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received paid by the Borrowerissuer; provided that the Client (or Investment Manager) Customer may, by giving State Street Lending Agent ten (l010) Business Days' ’ written notice prior to the date of such non-cash distribution, direct State Street Lending Agent to request that the Borrower deliver such non-cash distribution to State StreetCustomer, pursuant to the applicable Securities Loan Agreement, in which case State Street Lending Agent shall credit such non-cash distribution to the Client's account Custody Account on the date it is delivered to State StreetCustomer. The Client Customer acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Securities that are on loan on the applicable record date for such securitiesSecurities. During the term of the Loan, Lending Agent may permit the Loaned Securities to be transferred into the name of and voted by the Borrower or others in accordance with terms and conditions of the Securities Loan Agreement. The Client Customer also acknowledges that any payments of distributions from Borrower to Client the Customer are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street Lending Agent shall use all reasonable endeavors to ensure that any timely instructions from the Client Customer are complied with, but State Street Lending Agent shall not be required to make any payment unless the Client Customer has first placed it in provided Lending Agent with the funds to make such payment. The Customer further acknowledges and agrees that the Customer will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l010) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Notwithstanding the foregoing, each Fund reserves the right to recall Loans to vote proxies if a material event affecting the investment, as determined by the Fund or its Investment Manager, is to occur. In such event, the Fund shall instruct State Street, at least ten (10) business days prior to the record date established for determining the identity of stockholders entitled to vote the Loan Securities, to terminate the Loan of the Loan Securities. State Street shall use reasonable efforts to terminate the Loan at least five (5) business days prior to the record date. Execution Version Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a refund of any prepayment of French tax (“equalization tax” or “precompte”) or an additional tax credit adjustment (“credit d’impot”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a refund of any prepayment of French tax (“equalization tax” or “precompte”) or an additional tax credit adjustment (“credit d’impot”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s relevant account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l010) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s relevant account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment substitute payments may differ from the tax and accounting treatment of such interest or dividenddividend payments if received directly from issuers. Each Fund also acknowledges that, with respect to payments of distributions from Borrower, the Fund will generally not be entitled to any credits, including foreign tax credits, for any income tax that would normally be withheld at source on actual distributions of income made by the issuer of the Loaned Securities. Each Fund further acknowledges that, unless otherwise agreed, payments of distributions from Borrower will be determined by reference to Applicable Law as of the date of each payment and no adjustment will be made to amounts paid by Borrower as a result of any retroactive change in Applicable Law that is announced or enacted after the date of the relevant payment or any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this Agreement or amounts paid or payable under this Agreement). If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in funds with State Street to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client Each Fund represents and warrants that it is the beneficial legal owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the ClientFund's account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Daysbusiness days' notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the ClientFund's account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax treatment of such payment may differ from the tax treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s relevant account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s relevant account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan Loaned Securities on the applicable record date for such securitiesLoaned Securities unless the Fund or the Investment Manager recalls such securities in accordance with Section 6 above, and such Loaned Securities are actually returned by the Borrower in advance of the applicable record date. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment substitute payments may differ from the tax and accounting treatment of such interest or dividenddividend payments if received directly from issuers. Each Fund also acknowledges that, with respect to payments of distributions from Borrower, the Fund will generally not be entitled to any credits, including foreign tax credits, for any income tax that would normally be withheld at source on actual distributions of income made by the issuer of the Loaned Securities. Each Fund further acknowledges that, unless otherwise agreed, payments of distributions from Borrower will be determined by reference to Applicable Law as of the date of each payment and no adjustment will be made to amounts paid by Borrower as a result of any retroactive change in Applicable Law that is announced or enacted after the date of the relevant payment or any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this Agreement or amounts paid or payable under this Agreement). If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in funds with State Street to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Available Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's account pursuant to the Custodian Contract on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date the Borrower becomes entitled to such non-cash distribution and such non-cash distribution is received paid by the Borrowerissuer; provided PROVIDED that the Client (or Investment Manager) may, by giving State Street ten (l0) Business Days' notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's account pursuant to the Custodian Contract on the date it is delivered to State Street. The Client acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities. The Client also acknowledges that any payments of distributions from Borrower to Client are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax treatment of such payment may differ from the tax treatment of such interest or dividend. State Street shall use its best efforts to minimize any resulting liability for tax. If an installment, call or rights issue becomes payable on or in respect of any Loaned SecuritiesSecurities or if an issuer makes available the opportunity to elect to receive a dividend in either cash or securities, State Street shall use all reasonable endeavors to ensure that any timely instructions which are given in accordance with the Custodian Contract from the Client or the Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client has first placed it in funds to make such payment.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s relevant account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or its Investment Manager) Manager may, by giving State Street ten (l0) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s relevant account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment substitute payments may differ from the tax and accounting treatment of such interest or dividenddividend payments if received directly from issuers. Each Fund also acknowledges that, with respect to payments of distributions from Borrower, the Fund will generally not be entitled to any credits, including foreign tax credits, for any income tax that would normally be withheld at source on actual distributions of income made by the issuer of the Loaned Securities. Each Fund further acknowledges that, unless otherwise agreed, payments of distributions from Borrower will be determined by reference to Applicable Law as of the date of each payment and no adjustment will be made to amounts paid by Borrower as a result of any retroactive change in Applicable Law that is announced or enacted after the date of the relevant payment or any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this Agreement or amounts paid or payable under this Agreement). If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in funds with State Street to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the applicable Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l010) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s account on the date it is delivered to State Street. The In the event a Fund wishes to vote a proxy or participate in a corporate action-related event and notifies State Street of such intent in accordance with State Street timelines as communicated to the Client from time to time, and directs State Street to initiate action to terminate a Loan pursuant to Section 6 of this Agreement, such that the Loaned Security must be returned prior to the applicable deadline in the Securities Loan Agreement, State Street will use reasonable efforts to re-allocate the Loan (in an effort to obtain the Replacement Securities from another client participating in State Street’s securities lending program) prior to recalling such Loan, but shall be without liability to the Fund or the relevant Company in the event it is not able to re-allocate such Loan or in the event such Securities are not returned from the Borrower in time for the relevant vote or corporate action deadline. If State Street receives notification from ADP, or other service used by State Street, of a record date of an issuer and State Street determines that the Companies (in the aggregate) own more than a pre-determined percentage of the outstanding shares of such issuer (such percentage to be provided to State Street in writing and signed by an Authorized Representative of the Companies), State Street will automatically initiate an action to terminate a Securities Loan Agreement pursuant to this Section 6, resulting in such Loaned Security being returned prior to the applicable deadline in the Securities Loan Agreement in order that each applicable Fund holds such shares as of the record date. State Street will use reasonable efforts to re-allocate the Loan (by obtaining the Replacement Securities from another client participating in State Street’s securities lending program) prior to recalling such Loan, but shall be without liability to the Fund or the relevant Company in the event it is not able to re-allocate such Loan or procure the return of such Securities from the Borrower prior to record date.. In addition, no additional Loans will be executed with respect to such Loaned Security, including such security if it is an Available Security, until the record date of such security has passed. Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a refund of any prepayment of French tax (“equalization tax” or “precompte”) or an additional tax credit adjustment (such as “credit d’impot etranger”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the applicable Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s account on the date it is delivered to State Street. The In the event a Fund wishes to vote a proxy or participate in a corporate action-related event and notifies State Street of such intent in accordance with State Street timelines as communicated to the Client from time to time, and directs State Street to initiate action to terminate a Loan pursuant to Section 6 of this Agreement, such that the Loaned Security must be returned prior to the applicable deadline in the Securities Loan Agreement, State Street will use reasonable efforts to re-allocate the Loan (in an effort to obtain the Replacement Securities from another client participating in State Street’s securities lending program) prior to recalling such Loan, but shall be without liability to the Fund or the relevant Company in the event it is not able to re-allocate such Loan or in the event such Securities are not returned from the Borrower in time for the relevant vote or corporate action deadline. If State Street receives notification from ADP, or other service used by State Street, of a record date of an issuer and State Street determines that the Companies (in the aggregate) own more than a pre-determined percentage of the outstanding shares of such issuer (such percentage to be provided to State Street in writing and signed by an Authorized Representative of the Companies), State Street will automatically initiate an action to terminate a Securities Loan Agreement pursuant to this Section 6, resulting in such Loaned Security being returned prior to the applicable deadline in the Securities Loan Agreement in order that each applicable Fund holds such shares as of the record date. State Street will use reasonable efforts to re-allocate the Loan (by obtaining the Replacement Securities from another client participating in State Street’s securities lending program) prior to recalling such Loan, but shall be without liability to the Fund or the relevant Company in the event it is not able to re-allocate such Loan or procure the return of such Securities from the Borrower prior to record date.. In addition, no additional Loans will be executed with respect to such Loaned Security, including such security if it is an Available Security, until the record date of such security has passed. Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a refund of any prepayment of French tax (“equalization tax” or “precompte”) or an additional tax credit adjustment (such as “credit d’impot étranger”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (or Investment Manager) may, by giving State Street ten (l0) Business Daysbusiness days' notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's account on the date it is delivered to State Street. The Client acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities. The Client also acknowledges that any payments of distributions from Borrower to the Client are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax treatment of such payment may differ from the tax treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client are complied with, but State Street shall not be required to make any payment unless the Client has first placed it in funds to make such payment.make

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Notwithstanding the foregoing, each Fund reserves the right to recall Loans to vote proxies if a material event affecting the investment, as determined by the Fund or its Investment Manager, is to occur. In such event, the Fund shall instruct State Street, at least ten (10) business days prior to the record date established for determining the identity of stockholders entitled to vote the Loan Securities, to terminate the Loan of the Loan Securities. State Street shall use reasonable efforts to terminate the Loan at least five (5) business days prior to the record date. Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment.. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l0) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Notwithstanding the foregoing, each Fund reserves the right to recall Loans to vote proxies if a material event affecting the investment, as determined by the Fund or its Investment Manager, is to occur. In such event, the Fund shall instruct State Street, at least ten (10) business days prior to the record date established for determining the identity of stockholders entitled to vote the Loan Securities, to terminate the Loan of the Loan Securities. State Street shall use reasonable efforts to terminate the Loan at least five (5) business days prior to the record date. Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a refund of any prepayment of French tax (“equalization tax” or “precompte”) or an additional tax credit adjustment (“credit d’impot”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client Each Fund represents and warrants that it is the legal and beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Fund’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l010) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Fund’s account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a refund of any prepayment of French tax (“equalization tax” or “precompte”) or an additional tax credit adjustment (“credit d’impot”). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does issue fractional shares.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client Trustee represents and warrants that it is the beneficial legal owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, sold and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Client's Trust’s account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Client (Trustee or Investment Manager) Manager may, by giving State Street ten (l010) Business Days' business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Client's Trust’s account on the date it is delivered to State Street. The Client Trustee acknowledges that it the Trust will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities. However, if the Trustee gives State Street ten (10) business days notice prior to the proxy record date, State Street will use its best efforts to recall Loaned Securities as requested by the Trustee, so that the Trust may vote with respect to such securities. The Client Trustee also acknowledges that any payments of distributions from Borrower to Client the Trust are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client Trust are complied with, but State Street shall not be required to make any payment unless the Client Trustee has first placed it in provided State Street with funds to make such payment.

Distributions on and Voting Rights with Respect to Loaned Securities. The Client represents and warrants that it is the beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the ClientFund's account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan to which such dividend relates (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borroweractually made; provided that the Client (Fund or Investment Manager) Manager may, by giving State Street ten (l010) Business Daysbusiness days' notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the ClientFund's account on the date it is delivered to State Street. The Client Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities Available Securities that are on loan Loan on the applicable record date for such securitiesAvailable Securities. The Client Each Fund also acknowledges that any payments of distributions from Borrower to Client the Fund are in substitution for the interest or dividend dividends accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment payments may differ from the tax and accounting treatment of such interest or dividenddividends. If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Client affected Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Client Fund has first placed it in provided State Street with funds to make such payment. Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as "complementary coupons") declared and payable by such company that are equivalent to a refund of any prepayment of French tax ("equalization tax" or "precompte") or an additional tax credit adjustment ("credit d'impot"). Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.