Common use of Workforce Inclusion Clause in Contracts

Workforce Inclusion. The Manager shall use good faith-efforts to ensure, to the maximum extent possible, the fair inclusion of women and minorities in the Manager’s workforce. The Manager will maintain sufficient documentation that permits the FRBNY to determine whether or not the Manager has made a good-faith effort in this regard. The Manager understands that the FRBNY’s Diversity & Inclusion Office may make a determination about whether the Manager has made the required good-faith effort and may recommend termination of the Agreement if the FRBNY’s Diversity & Inclusion Office determines that the required good-faith effort has not been made. The FRBNY shall notify the Manager of such recommendation, and the Manager shall devise a plan to make such good faith-efforts which is acceptable to the FRBNY. If the Manager has not proceeded diligently to execute the plan within 6 months thereafter or other time and manner accepted by the FRBNY, the FRBNY may proceed to terminate the Agreement based on that recommendation. Any termination of the Agreement by the FRBNY pursuant to this section will be without cost or penalty to the FRBNY (except payment for services rendered prior to the termination date) notwithstanding any other provision of the Agreement to the contrary. Furthermore, any termination pursuant to this section will not be deemed a termination for breach by the Manager of the Agreement. The Manager’s contact for notices from the FRBNY’s Diversity & Inclusion Office is 608182.4 Page 22 of 35 25MAR2020 608182.4 Page 23 of 35 25MAR2020 608182.4 Page 23 of 35 25MAR2020 Exhibit A Investment Guidelines Exhibit B Power of Attorney Exhibit C Authorized Counterparties Exhibit D Fee Schedule and Payment Procedures Exhibit E Designated Representatives of the FRBNY Exhibit F Key Personnel Exhibit G Information Barrier and Conflicts of Interest Mitigation Procedures 608182.4 Page 24 of 35 25MAR2020 These Investment Guidelines provide a framework for the investment managers in approaching investment decisions, including decisions of the Manager with respect to the Account. Collectively the accounts managed by the investment managers, including the Account managed by the Manager, are referred to as the "Portfolio". The Investment Guidelines will be reviewed by the FRBNY on a periodic basis and revised as necessary.

Workforce Inclusion. The Manager shall use good faith-efforts to ensure, to the maximum extent possible, the fair inclusion of women and minorities in the Manager’s workforce. The Manager will maintain sufficient documentation that permits the FRBNY to determine whether or not the Manager has made a good-faith effort in this regard. The Manager understands that the FRBNY’s Diversity & Inclusion Office may make a determination about whether the Manager has made the required good-faith effort and may recommend termination of the Agreement if the FRBNY’s Diversity & Inclusion Office determines that the required good-faith effort has not been made. The FRBNY shall notify the Manager of such recommendation, and the Manager shall devise a plan to make such good faith-efforts which is acceptable to the FRBNY. If the Manager has not proceeded diligently to execute the plan within 6 months thereafter or other time and manner accepted by the FRBNY, the FRBNY may proceed to terminate the Agreement based on that recommendation. Any termination of the Agreement by the FRBNY pursuant to this section will be without cost or penalty to the FRBNY (except payment for services rendered prior to the termination date) notwithstanding any other provision of the Agreement to the contrary. Furthermore, any termination pursuant to this section will not be deemed a termination for breach by the Manager of the Agreement. The Manager’s contact for notices from the FRBNY’s Diversity & Inclusion Office is 608182.4 Page 22 of 35 25MAR2020 608182.4 Page 23 of 35 25MAR2020 608182.4 Page 23 of 35 25MAR2020 Exhibit A Investment Guidelines Exhibit B Power of Attorney Exhibit C Authorized Counterparties Exhibit D Fee Schedule and Payment Procedures Exhibit E Designated Representatives of the FRBNY Exhibit F Key Personnel Exhibit G Information Barrier and Conflicts of Interest Mitigation Procedures 608182.4 Page 24 of 35 25MAR2020 EXHIBIT A INVESTMENT GUIDELINES These Investment Guidelines provide a framework for the investment managers in approaching investment decisions, including decisions of the Manager with respect to the Account. Collectively the accounts managed by the investment managers, including the Account managed by the Manager, are referred to as the "Portfolio". The Investment Guidelines will be reviewed by the FRBNY on a periodic basis and revised as necessary.