Agreement made as of the _______ day of ______ by and between the __________ ________________ (the “Client) and ______________________________.

Whereas in connection with the execution of the custody agreement between the Client and _____________ dated as of ___________ (the “Custody Agreement”), the parties entered into certain global and domestic securities lending agreements, which have been amended and otherwise modified numerous times since; and

Whereas, the Client and _____________ desire to restate the terms of their securities lending arrangements to incorporate all current provisions into one document;

Now, therefore, in consideration of the mutual promises and covenants herein contained, the parties hereto replace all existing securities lending agreements between them with this agreement (the “Agreement”):

Introduction. The Client has appointed ___________ to be custodian of certain of

the Client’s assets. Such assets are held in a custodial account (the “Account”) pursuant to the Custody Agreement, as amended.

Appointment of . The Client hereby authorizes and appoints

_______________________ as agent for the Client to lend to one or more borrowers, as may be selected by _________________ in accordance with the terms hereof, securities held in the Account (the “Securities”). From time to time the Client may, upon written notice from an authorized representative to ____________________ designate specific portfolios or assets in its Account from which securities may not be loaned. Each loan of Securities to U.S. borrowers shall be made pursuant to a Securities Loan Agreement substantially in the form of Attachment A-1 hereto, and each loan of securities to a non U.S. borrower shall be made pursuant to a Securities Loan Agreement substantially in the form of Exhibit A-2, and _________________

is hereby authorized to execute on behalf of the Client any such Securities Loan Agreement. The Client acknowledges that it will not be entitled to vote any voting securities or participate in any dividend reinvestment program with respect to any Securities which are on loan on the applicable record date for such Securities. ______________ hereby represents to the Client that the entities listed on Attachment B to this Agreement are the borrowers authorized to borrow securities from the securities lending program of ____________ as of the date hereof. __________________

further represents to and covenants with the Client that __________________ will provide the Client with thirty (30) days’ prior written notice of any additions or changes to Attachment B. Client may, upon written notice to ____________________ restrict specific borrowers from borrowing securities. Securities may not be loaned to _________________ or an affiliate without the Client’s written consent.

Conduct of the Loan Program. In making securities loans on behalf of the Client,

_______________________ shall comply with all legal requirements applicable to it. ____________________ shall have responsibility (i) for selecting the brokers and other borrowers to whom Securities are to be lent, (ii) for negotiating the terms of each loan and enforcing the rights of the Client under the securities loan agreement, and (iii) for assuring that a first priority lien is obtained in sufficient Collateral. Acceptable Collateral shall be (a) U.S. cash, (b) U.S. government securities, (c) irrevocable letters of credit issues by U.S. banks with a Thompson’s Bank Watch, Inc. rating of B/C or better (and a short term rating of A1/P1 or better) and independent of the borrower, (d) general obligation issues of the foreign sovereign issuers set forth in Attachment C or equity securities included in the foreign indices set forth in Attachment C (which may be modified from time to time upon written consent of (______________ and Client), or (e) other assets approved by the Client in writing for use as collateral (“Collateral”). Collateral totaling at least one hundred five percent (105%) of the value of the Securities of non-U.S. issuers loaned and one hundred two percent (102%) of the value of Securities of U.S. issuers loaned (including, in both cases, accrued interest and dividends) shall be received by ____________________ from Borrowers at the inception of all such loans and be marked to market on a daily basis as hereinafter provided. __________________ shall be responsible for generally monitoring the performance of the Borrowers. All Collateral shall be held by __________________ or its subcustodians, or by a third party custodian approved in writing by the parties hereto, free of liens or encumbrances arising through any such custodian or subcustodian. ____________________ shall have authority to do or cause to be done all reasonable acts in accordance with the terms hereof and the standard of care set forth below by and on behalf of the Client as it shall reasonably determine to be desirable, necessary or appropriate to implement and administer the program.

If at the close of trading on any business day, the market value of the Collateral previously delivered by any Borrower and held in connection with loans of securities of United States issuers is less than 100% of the market value of such loaned securities as of such business day, ______________ shall demand that the Borrower deliver an amount of additional Collateral by the close of the next business day sufficient to cause the market value of all Collateral delivered in connection with such loan to equal 102% of the market value of such loaned securities, including accrued interest and dividends. If at the close of trading on any business day, the market value of the Collateral previously delivered by any Borrower and held in connection with loans of securities of non-United States issuers is less than 105% of the market value of the loaned securities as of such business day, ______________ shall demand that the Borrower deliver an amount of additional Collateral by the close of the next business day sufficient to cause the market value of all Collateral to equal 105% of the market value of such loaned securities, including accrued interest and dividends. Notwithstanding the foregoing, for Collateral held in connection with loans of securities on non-United States issuers, it is understood and agreed that certain standard industry practices may from time to time, for a limited amount of Collateral that would not be material to overall collateralization of Client’s loans outstanding, preclude _______________ from obtaining additional Collateral by the close of the next business day unless the market value of such loaned securities, including accrued interest. For purpose hereof, the term “market value” of the cash Collateral means the value of any cash Collateral or additional cash Collateral as of the time of receipt thereof by _____________ from the Borrower, unadjusted for any subsequent increases or decreases in value as a result of any investment thereof by _______________pursuant to the provisions hereof.

______________ shall use commercially reasonable efforts to effect any loan of Securities as requested by the Client in writing on at least five business days notice. The Client may specify commercially reasonable terms for such loans which may vary from the provisions of Attachment A-1 and A-2. When acting in accordance with such instructions, ___________ shall be relieved of liability for following specific directions. ____________ shall also take all reasonable steps necessary to terminate any loan immediately upon the Client’s written request, subject to applicable settlement period restraints.

The Client acknowledges (without relieving ________________ from any of its obligations hereunder) that certain events, including but not limited to the Client’s termination of a loan or of its participation in the program, certain changes to the composition of the Client’s lendable securities, extraordinary changes in applicable interest rates or the bankruptcy or insolvency of any issuer of a security may result in a loss to the Client.

Allocation of Lending Opportunities. The client acknowledges that _________

___________ manages the securities lending programs of other clients and that ____________ ________ will allocate securities loan opportunities among its securities lending clients, including the Client by reasonable and equitable methods developed by ________________ in accordance with applicable regulations. The current allocation system is described in Attachment D hereto, but may be changed by ___________ upon written notice to the Client. While _________ will make reasonable efforts to lend the Client’s securities, nothing in this Agreement shall be deemed to impose upon ______________ any obligation, in the event it makes a loan of another securities lending client’s securities, to make a loan of the Client’s securities, whether or not such loan could have been made in accordance with this

Agreement, and whether or not _________________ has made fewer or more loans for such other securities lending client than for the Client.

Credits to the Account. On or before the payable date, _______________ shall

collect for, and credit to, the Account of the Client amounts equivalent to all interest and dividends due or received with respect to Securities loaned on behalf of the Client, and ______________ shall credit the Account for other distributions when received. In the case of loans of Securities which are collateralized with U.S. government securities or other collateral not in the form of cash, __________________ shall collect the loan premium fees payable for use of the borrowed Securities. In the case of loans of Securities which are collateralized by cash, _________________ hereby authorized to invest and reinvest, on behalf of the Client, any and all cash Collateral in accordance with the provisions hereof. Cash Collateral received by __________________ on behalf of the Client shall be held and maintained by _____________ in a segregated cash Collateral account established for the Client and shall be invested and reinvested in accordance with the investment guidelines agreed to by the Client, a copy of which are attached hereto as Attachment E and made a part hereof, as may be modified from time-to-time upon written consent of the parties. In the event that the amount of earnings on Collateral invested in accordance with Attachment E is insufficient to pay the entire rebate or other amount payable to a Borrower under any loan of securities and, therefore, results in negative earnings, the amount of such negative earnings shall be paid by the Client and ______________ on a monthly basis, in accordance with and in the same proportion as their respective percentage entitlements to earnings as set forth in Attachment F hereto. Notwithstanding any other provisions hereof, the Client acknowledges and agrees that any losses of principal from investing and reinvesting Collateral in accordance with the investment guidelines attached hereto as Attachment E shall be at the Client’s risk and for the Client’s account. If at any time the Collateral is insufficient to satisfy the obligation to return the full amount owed to the Borrower, the Client shall be solely responsible for such shortfall. In the event _____________ is unable to obtain the Client’s share of negative earnings or shortfalls from losses of principal from revenues derived from securities lending activities, the Client hereby agrees to pay such amounts immediately upon receipt of Lending Agent’s statement; provided, however, that if such amounts are not paid by the Client, ___________________ is hereby authorized to obtain such amounts directly from the Client’s Account, to the extent permitted by applicable law.

It is understood and agreed that all fees, costs and expenses (including taxes associated with the transfer of assets on loans of Securities hereunder, but not including taxes on Client’s income) incurred in connection with the securities lending program shall be borne by _______

_____________.

Remedy Upon Default. In the event that any loan made pursuant to this

Agreement is terminated and the loaned Securities, or any portion thereof, shall not have been returned to the Client for any reason (including, without limitation, the insolvency or bankruptcy of the Borrower) within the time specified by the applicable securities loan agreement, ______

_____________, at its expense and subject to the provisions below, shall (i) promptly replace the loaned Securities, or any portion thereof, not so returned with other securities of the same issuer, class, and denomination and with the same dividend rights and other economic benefits as such

Securities possessed at the close of business on the date as of which the loaned Securities should have been returned or, (ii) if it is unable to purchase such securities on the open market, credit the Client with the market value of such unreturned loaned Securities, such market value to be determined as of the close of business on the date immediately preceding the date upon which the Client is so credited. Until such time as the actions in clauses (i) and (ii) have been consummated, any dividends or interest which have accrued on the loaned Securities, whether or not received from the Borrower, shall be credited by _________________ to the Client.

The Client shall have, as to the Collateral, all of the rights and remedies of a secured party under applicable law. In the event that ___________________ should be required to make any payment or incur any loss or expense in connection with any Securities loaned pursuant to the provisions above, __________________ shall, to the extent of any such payment and/or loss or expense, be subrogated and succeed to all such rights and remedies of the Client against the Borrower under the applicable securities loan agreement and to the Collateral securing the Borrower’s obligations to _______________ under such securities loan agreement. If for any reason ________________ cannot assert any such rights and remedies against the Borrower and/or its successors and assigns in its own right, the Client shall, at the expense of _________

________ file and prosecute such complaints and lawsuits and take such action as ___________ may reasonably request in connection with the recovery or any such deficiency and shall otherwise cooperate with ________________ in any such litigation.

3. Compensation to . In consideration for the securities lending

services to be provided by _____________________, ___________________ shall be entitled to compensation as detailed in Attachment F, which shall be paid on the 15^{th day of the following month. _________________ agrees that there will be no additional investment management fees charged with respect to management of the cash Collateral. _________________ is hereby authorized to charge such fees against and collect such fees from the Client. The fees paid to ______________ hereunder are solely in consideration of securities lending services rendered by ______________ under this Agreement, and are in addition to any other fees or compensation in which _________________ may be entitled under other written agreements. ______________ shall provide Client with a report on the compensation paid to _________________ under this Section 7 on a monthly basis.}

4. Miscellaneous

(1) ________________ hereby certifies and covenants that it will not, directly or indirectly, engage in any financial or other transaction which would provide to a trustee or employee of the Client anything of substantial economic value for his or her private benefit in violation of the _________ Code of Ethics for Public Officials and Employees. __________________ ________________________________________.

(2) _________________ shall ensure that the Client is provided with (a) a copy of its annual audited financial statements; and (b) a copy of its semiannual SAS 70 report within a reasonable time after such statements or reports become available.. _____________ shall also provide Client on each anniversary hereof with an annual certificate of insurance coverages in place.

(3) ________________ agrees that all fees, costs, expenses and taxes associated with the transfer of assets on loans of Securities hereunder (but not including taxes on Client’s income) incurred in connection with the Securities loans made under this Agreement will be borne by __________ and not by the Client.

(4) ________________ agrees that it will keep complete and accurate records of the transactions done hereunder. Furthermore, while this Agreement is in effect and for three years thereafter, its books and records that document the Securities loans made hereunder shall be available for review by the Client or its designated agents during regular business hours, if the Client provides reasonable notice to __________________ that it wishes to make such a review.

(5) ________________ agrees that it will keep confidential information regarding the loans of Securities made pursuant to this Agreement, except as is necessary to perform its functions hereunder and to comply with applicable law or rules.

(6) In performing its duties under this Agreement, ________________ acknowledges it is acting as a fiduciary and shall exercise the same care, skill, prudence and diligence under the circumstances then prevailing as a prudent financial institution acting in a similar capacity, with the same resources, and familiar with like matters, would exercise in the conduct of an enterprise with like aims. Notwithstanding anything to the contrary contained herein, __________________ shall indemnify and hold the Client harmless from all losses, claims, damages, liabilities, judgments, actions, costs and expenses (including reasonable attorneys’ fees) arising out of negligence, willful misconduct or breach of fiduciary duty or contract of _______________ or its agents, nominees, appointees or subcustodians with respect to their representations, warranties, obligations and covenants under this Agreement.

(1) (7) Each of Client and ________________ represents and warrants that this Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding agreement and obligation of each, enforceable against it in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar limitations on creditors rights generally and general principles of equity. ________________ is not subject to or obligated under any law, rule or regulation of any governmental authority, or any order, injunction or decree, or any agreement, that would be breached or violated by the execution, delivery or performance of this Agreement. ______________ represents and warrants that no program, process, composition, writing, equipment, appliance, or device, or any trademark, service mark, logo, idea, or any other work or invention of any nature or any other tangible or intangible assets whatsoever developed, provided or used by them in connection with their performance under this Agreement infringes or will infringe the rights of any other person, or is or will be a trade secret of any other person.

(8) With respect to the Securities loaned pursuant to this Agreement, _________________ shall provide the Client with monthly reports in a form acceptable to the Client which will identify the loaned Securities, provide information on earnings with respect to said loans, show the Borrowers, identify the Collateral held for each loan (including investments of cash Collateral) and provide such other information as reasonably requested by the Client. The Client shall also be provided with daily on-line access to Securities on loan. Confirmation of loans, Collateral, Borrowers and investment of cash Collateral shall be provided to Client upon request.

(9) The parties hereto will not assign this Agreement without first obtaining the written consent of the other party. This Agreement will be binding upon, and inure to the benefit of, the respective successors or permitted assigns of ________________ and the Client. Notwithstanding the foregoing, it is hereby acknowledged and agreed that __________ may utilize the services of one or more of its affiliates including, without limitation, ______________, as sub-agent, for the Client, to perform all or any portion of the services to be provided by ______________ pursuant hereto, provided, however, that the use of such sub-agent shall not limit the liability of _____________ for the performance of its obligations hereunder and _____________ shall be responsible for the acts and omissions of such sub-agent to the same extent as though such acts or omissions were the acts or omissions of ___________________.

(1) (10) Whenever any notice or other communication is to be made to the client, or _________________ pursuant to this Agreement, such communication shall be given in writing and be delivered by facsimile with telephone confirmation of receipt, or overnight courier, or mailed by first class mail to the following addresses: To Client: To: _____________________________ or to such other person as the relevant party may designate in a written notice to the other parties. Notice is deemed given upon receipt.

(11) For purposes of this Agreement, the term “domestic Securities” shall mean securities registered in the U.S. and issued by companies or entities organized in the U.S. The term “global Securities” shall mean securities that are not “domestic Securities.”

5. Effective Date, Amendment, and Termination

This Agreement shall be effective as of the date set forth above. All outstanding securities lending transactions with assets in the Account on the effective date hereof shall continue under this Agreement. This Agreement may be amended only by a writing executed by duly authorized representatives of the Client and ______________. This Agreement shall terminate automatically upon the termination of the Custodian Agreement.

In addition, the Agreement may be terminated at any time by Client upon thirty (30) days’ prior written notice, or by ________________ upon sixty (60) days’ written notice. In the event that this Agreement is terminated (unless directed otherwise by the Client in writing), ____

________________ shall not make any further securities loans on behalf of the Client after it has given or received, as the case may be, notice of such termination and shall promptly take all reasonable actions to terminate all securities loans then outstanding. Upon termination, _________________ shall provide the Client with a final accounting with respect to income and loans made hereunder. Moreover, upon termination, this Agreement will continue to apply to all outstanding loans until such time as such loans are closed in accordance with the terms hereof.

6. Governing Law. This Agreement shall be construed in accordance with, and the

rights of the parties are to be governed by, the laws of ______________________.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

The following are the Collateral Investment Parameters referred to in Section 5 of the Securities Lending Authorization Agreement dated _____________________ by and between the ____________________________,

as Client, and ___________________________.

Portfolio Management:

Lending Agent will manage the investment of cash collateral received by the Lending Agent in respect of loans of securities in accordance with the following guidelines.

I Objectives

The key objectives of the management of cash collateral supporting securities loans are to:

safeguard principal,

assure that all cash collateral is invested in a timely manner,

maintain a diversified portfolio of investments,

maintain adequate liquidity to meet the anticipated needs of clients and/or their investment advisors, and

consistent with these objectives, to optimize the spread between the collateral earnings and the rebate rate paid to the borrower of securities.

The following standards have been designated to complement the preceding objectives:

Collateral which is invested in a fund maintained by the Lending Agent or its affiliate is assigned a value of approximately $1.00 per unit. Because such funds are currently operated on a cost, rather than market value basis, for purposes of subscriptions and redemptions, if non-cash assets are to be sold prior to their maturity for purposes of effecting a participants withdrawal from such fund, it is possible that a loss may be realized. In addition, there is no guarantee that the fund will continue to be maintained on a cost, rather than a market value basis. The amortized or book value of a fund’s assets and underlying fair market value of its assets may differ to a certain degree, and accordingly, admissions or withdrawals from a fund utilizing such amortized or book value may be made when the fair market value of the underlying assets of the fund is less than, or exceeds, such amortized or book value.

II Allowable Instruments and Credit Quality

A. Instruments issued or fully guaranteed by the U.S. Government, Federal agencies, or sponsored agencies or sponsored corporations.

Instruments issued by domestic corporations including corporate notes and floating rate notes rated Aa or better by Moody’s Investor Service and AA by Standard & Poors at time of purchase. Commercial paper of domestic corporations must be rated A-1 and P-1 at time of purchase. Floating rate notes must reprice daily, weekly, monthly or quarterly and utilize a standard repricing index such as LIBOR, Treasury Bills, commercial paper or Federal funds. Capped floating rate notes are acceptable as long as the ceiling rate is five hundred basis points above the current repricing index at time of purchase.

7. Obligations of approved domestic and foreign banks including bankers acceptances, certificates of deposit, domestic and off-shore bank time deposits, bonds (Euro), floating rate notes (Euro) and other debt instruments. The banks must be rated at least Aa by Moody’s and AA by Standard & Poor’s at time of purchase.

D. U.S. dollar-denominated instruments issued by sovereigns, sovereign supported credits, and instruments of foreign banks and corporations. The foreign banks or corporations can not be rated less than AA by Standard & Poor’s and Aa by Moody’s. Commercial paper of foreign banks and corporations must be rated A-1 and P-1.

8. Yankee Securities subject to the quality constraints outlined in “D” above.

9. Repurchase agreements collateralized with the type of government securities described in IIA above subject to a minimum of 102% collateralization and collateralized with corporate securities rated short-term A-1 and P-1 or better or long-term AA and Aa or better subject to 105% collateralization in any case with daily updated valuation. Corporate securities used as collateral for repurchase obligations is subject to the maturity guidelines outlined in Section III, Bullet II below.

10. Asset-backed securities having a minimum rating, at the time of purchase, of AAA by Standard & Poor’s and Aaa by Moody’s Investor Service.

11. Regulated money market mutual funds under SEC Sec 2a7 and other commingled funds of an affiliate of the Lending Agent.

All credit ratings set forth herein shall be applicable at time of purchase. If a security is rated by more than one nationally recognized statistical organization, the lower rating shall prevail for purposes of these guidelines.

10. All obligations shall be payable as to principal and interest in U.S. currency.

Unsecured obligations of institutions whose primary business is to function as a broker/dealer.

Interest only and principal only (IO,PO) stripped mortgages.

Complex derivative structures including, but not limited to: inverse floating rate notes, defined range floating rate notes, trigger notes, and callable step-up notes.

No individual investment which can acquire a negative coupon or whose return of principal is linked to any set methodology may be made for any reason. However, zero coupon securities such as commercial paper, short term discount notes, original issue discount (OID) notes, and Treasury bills which are purchased at prevailing market yields will be deemed to be acceptable for purchase.

The Lending Agent may not be a direct party in swap, futures and option transactions.

Mortgage backed and home equity loan asset backed securities.

III Maturity

The dollar-weighted maturity will be maintained with the objective of preserving principal. The maximum weighted average maturity of the fund is 45 days. Put features and floating and variable rate note reset dates will be used as the proxy for maturity date in calculating the weighted average maturity of the fund.

No instrument will have a maturity date or expected weighted average life in excess of thirteen months from time of purchase, except:

floating and variable rate securities which may have a three-year final maturity, and

floating rate asset-backed securities which may have an expected weighted average life no greater than three years.

Amortizing floating rate asset-backed securities may have an expected weighted average life no greater than three years and an expected final payment date not exceeding five years from date of purchase.

All normal settlement period practices are not considered in applying the maturity constraints or calculating the weighted average maturity of the fund.

The fund’s overnight (next business day) liquidity level will be targeted at not less than 20% liquidity.

IV Diversification

The combined holdings of securities from one issuer should not constitute more than five percent of the fund with the exception of repurchase agreements, money market funds, instruments issued or fully guaranteed by the U.S. government, federal agencies, or sponsored agencies or sponsored corporations.