Exhibit 8(d)
SECURITIES LENDING AGENCY AGREEMENT
This Agreement, dated as of June 1, 2007, is between each investment
company severally and not jointly, identified on Schedule 1,( each a "Client")
acting by and through B1ackRock Advisors LLC, not in its individual capacity but
as agent and investment advisor ("Investment Advisor"), and BlackRock Investment
Management, LLC.
WHEREAS, the Directors or Trustees, as the case may be, of each Client
have authorized the Client to lend securities to Approved Borrowers (as defined
below); and
WHEREAS, the Directors or Trustees, as the case may be, of each Client
have approved the appointment of BlackRock Investment Management, LLC as the
Client's securities lending agent and coordinator of the Client's securities
lending program, subject to the terms and conditions set forth herein; and
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto agree as follows:
l. Appointment. The Client appoints BlackRock Investment Management, LLC
as its lending agent (the "Lending Agent"), and B1ackRock Investment Management,
LLC accepts such appointment. The Lending Agent will act solely as a directed
agent of the Client hereunder, and the Lending Agent shall have no duties or
responsibilities in respect of securities lending transactions except those
expressly set forth in this Agreement.
2. Authorizations. The Client authorizes the Lending Agent to act as its
agent as set forth in this Section.
2.1 Lending of Available Securities. The Client authorizes the Lending
Agent to lend, on the Client's behalf, those securities ("Available
Securities") which are held in accounts maintained under the
supervision of the Client's custodian (the "Custodian") or any
sub-custodian (each a "Custody Account"), other than securities
which the Client's investment adviser (the "Advisor"), on behalf of
the Client, specifically notifies the Lending Agent are not
available for lending. The Client warrants to the Lending Agent that
it will give appropriate instructions to the Advisor and the
Custodian sufficient to permit the Lending Agent to arrange and
settle loan transactions on the Client's behalf as contemplated by
this Agreement.
2.2 Lending to Approved Borrowers. The Client authorizes the lending of
Available Securities to any one or more of the institutions approved
by the Client, the Client's Board of Directors/Trustees and the
Client's Advisor, as listed on Schedule 2 hereto (each, an "Approved
Borrower"). Upon approval by the Client's Board of
Directors/Trustees, the Client's Advisor, on behalf of the Client,
may request that the Lending Agent change the Approved Borrowers by
delivering an updated Schedule 2 to the Lending Agent. The Lending
Agent will give prompt notice of each loan to the Advisor and shall
disclose fully to Approved Borrowers that the Lending Agent acts as
agent for the Client and not as principal.
2.3 Securities Loan Agreement. The Lending Agent is authorized to
execute securities loan agreements (each an "SLA") as the Client's
agent on a disclosed basis with Approved Borrowers. The SLA will be
in substantially the form of Schedule 3 annexed hereto, as such form
may be materially amended from time to time with prior written
approval of the Client. The Client specifically approves such form
of agreement and agrees, upon request of the Lending Agent, to cause
the Advisor to promptly furnish to the Lending Agent the Client's
financial statements or other documents or information reasonably
requested by the Lending Agent in order to enable the Lending Agent
to satisfy reasonable credit and legal requests by Approved
Borrowers in connection with any SLA or loan transaction.
2.4 Lending under Approved Terms. All loans arranged by the Lending
Agent on behalf of a Client shall comply with applicable Securities
and Exchange Commission ("SEC") guidelines for securities lending,
any applicable SEC exemptive order and the investment restrictions
and/or guidelines for the Client, all of which shall be provided to
the Lending Agent by the Client or the Advisor, and shall be subject
to the terms of an SLA substantially similar to Schedule 3. The
Client may, at the request of the Lending Agent, approve changes to
the approved terms by delivering an amended Schedule 3 to the
Lending Agent. The Lending Agent shall negotiate on behalf of the
Client with each Approved Borrower all terms of a securities loan,
including the amounts or fees to be received or paid pursuant to the
applicable SLA. The Lending Agent may prepare a transactional
confirmation in respect of each loan effected pursuant to an SLA,
setting forth the securities borrowed and the material terms of the
loan, and may transmit such confirmation to the Approved Borrower in
accordance with such SLA. The Client understands and agrees that the
identity of the Client will be disclosed by the Lending Agent to the
Approved Borrower in accordance with the SLA.
2.5 Authorizations by Client. The Client authorizes and empowers the
Lending Agent to execute in the Client's name all agreements and
documents as may be necessary or appropriate in the Lending Agent's
judgment to carry out the purposes of this Agreement. It is
understood and agreed that the Lending Agent is authorized to supply
any information regarding the Client that is required by an SLA or
under applicable law.
3. Loan of Securities. During the term of any securities loan, the Client
shall permit the loaned securities to be transferred, pursuant to a SLA, into
the name of an Approved Borrower.
3.1 Limits on Return of Loaned Securities. The Client acknowledges that,
under the applicable SLA, Approved Borrowers will not be required to
return loaned securities immediately upon receipt of notice from the
Lending Agent terminating the applicable loan, but instead will be
required to return such loaned securities within the earlier of (i)
such period of time following such notice which is the standard
settlement period for trades of the loaned securities entered into
on the date of such notice in the principal market therefor, or from
the giving of such notice or (ii) the third business day following
such notice.
3.2 Recall of Loaned Securities. Upon receiving a notice from the
Advisor that Available Securities which have been lent to an
Approved Borrower should no longer be considered Available
Securities (whether because of the sale of such securities or
otherwise), the Lending Agent shall notify promptly thereafter the
Approved Borrower which has borrowed such securities that the loan
of such securities is terminated and that such securities are to be
returned within the time specified by the applicable SLA, provided
that the Lending Agent may alternatively determine that it is in the
best interests of another lending client of the Lending Agent to
renew and restate such loan transaction on behalf, and in the name,
of such other lending client and cause to be delivered to the Client
an equivalent amount of such security from the assets of such other
lending client (in which event such renewal and restatement of the
loan shall constitute separate transactions between each lending
client of the Lending Agent and the borrower shall not be construed
as a transaction between such clients.)
3.4 Notification of Sales of Loaned Securities. The Client acknowledges
its obligation to the Lending Agent, as applicable, to cause and
require the Advisor to provide notification of any sale of
securities which are out on loan by the close of business, in the
principal market therefor, on trade date of such sale.
3.5 Termination. The Lending Agent is authorized in its discretion to
terminate any securities loan entered into with an Approved Borrower
without prior notice to the Client, subject to the conditions of the
relevant SLA. The Advisor, on behalf of a Client, may instruct the
Lending Agent to terminate any loan on any date, subject to the
conditions of the relevant SLA. The Lending Agent agrees to comply
with any such instruction.
3.6 Removal of Approved Borrower. The Client hereby acknowledges its
obligation to the Lending Agent, as applicable, to provide
notification of the removal of an Approved Borrower from Schedule 2
and to deliver a revised Schedule 2 to the Lending Agent. Once the
Lending Agent has received notification of the removal of an
Approved Borrower from Schedule 2, the Lending Agent will terminate
all securities loans entered into with that Approved Borrower,
subject to the conditions of the relevant SLA.
3.7 Lending Agent Subject to Supervision of Advisor. The Lending Agent
shall at all times be subject to the supervision of the Advisor.
4. Loan Collateral. For each loan of securities, the Approved Borrower
shall pledge as collateral any of the following items: (a) cash in U.S. dollars
or foreign currency ("Cash Collateral") or (b) securities issued or fully
guaranteed by the United States government or any agencies or instrumentalities
thereof ("Non-Cash Collateral" and, collectively with Cash Collateral,
"Collateral") having a market value (as determined by the Lending Agent pursuant
to the applicable SLA) at least equal to the market value of the loaned
securities (as determined by the Lending Agent pursuant to the applicable SLA).
4.1 Receipt of Collateral. At the commencement of any loan, the Lending
Agent shall instruct the Approved Borrower to transfer to the
Lending Agent the required Collateral. Collateral will be received
from an Approved Borrower prior to or simultaneous with delivery of
the securities loaned. If the Approved Borrower does not provide
Collateral to the Lending Agent, as previously agreed, then the
Lending Agent will cancel the corresponding loan instruction prior
to delivery.
4.2 Holding and Administration of Collateral.
(a) Cash Collateral. All Cash Collateral shall be received, held
and administered by the Lending Agent for the benefit of the
Client in the applicable account maintained by the Lending
Agent with a Depository for the purpose of holding loaned
securities and Cash Collateral on behalf of participants in
the Lending Agent's securities lending program (the "Clearing
Account"). "Depository" shall mean: (i) the Depository Client
Company, and any other securities depository or clearing
agency (and each of their respective successors and nominees)
registered with the SEC or registered with or regulated by the
applicable foreign equivalent thereof or otherwise able to act
as a securities depository or clearing agency, (ii) any
transnational depository, (iii) the Federal Reserve book-entry
system for the receiving and delivering of U.S. Government
Securities, and (iv) any other national system for the
receiving and delivering of that country's government
securities. The Lending Agent is hereby authorized and
directed, without obtaining any further approval from the
Client or the Advisor, to invest and reinvest all Cash
Collateral in an investment listed in the
attached Schedule 4 as it may be amended from time to time by
the Client ("Permitted Investments") in accordance with
Section 5 hereof.
(b) Non-Cash Collateral. All Non-Cash Collateral shall be
received, held and administered by the Lending Agent for the
benefit of the Client in the applicable Custody Account or
other account established for the purpose of holding Non-Cash
Collateral.
4.3 Maintenance of Collateral Margin. In respect of loans of securities
entered into on behalf of the Client, the Lending Agent will value
on a daily basis, in accordance the applicable SLA, the loaned
securities and all Collateral and, where applicable, the Lending
Agent shall, in accordance with the provisions of the applicable
SLA, request the Approved Borrower to deliver sufficient additional
Collateral to the Client by the end of trading on the next business
day to satisfy the applicable margin requirement. If, as a result of
marking-to-market, Collateral is required to be returned to the
Approved Borrower under the SLA, the Lending Agent will return such
Collateral to the Approved Borrower.
4.4 Substitution of Collateral. The Client acknowledges and agrees that,
pursuant to any SLA, the Lending Agent may permit an Approved
Borrower to substitute Collateral of any type specified in Section 4
hereof during the term of any loan so long as the required margin in
respect of such loan continues to be satisfied at the time of such
substitution.
4.5 Return of Collateral. Upon termination of the loan, the Lending
Agent shall instruct the Approved Borrower to return the loaned
securities to the applicable Clearing Account. The Lending Agent
will instruct any custodian or sub-custodian of the Client to accept
such return delivery of loaned securities. The Lending Agent shall
monitor the return of loaned securities. Once the Lending Agent has
confirmed settlement of the return of the loaned securities, the
Lending Agent shall effect, on behalf of the Client, the redemption
of any Permitted Investment, if applicable, and effect the return of
Collateral due the Approved Borrower in accordance with the Approved
Borrower's transfer instructions with respect thereto, without
obtaining any further approval from the Client.
5. Investment of Cash Collateral. Pursuant to the SLA, the Client shall
have the right to invest Cash Collateral received in respect of any loan,
subject to an obligation, upon the termination of the loan, to return to the
Approved Borrower the amount of cash initially pledged (as adjusted for any
interim marks-to-market).
5.1 Cash Collateral Investment Direction. The Client authorizes and
directs the Lending Agent, subject to oversight by the Advisor, to
cause to be invested, on the Client's behalf and at the Client's
sole risk, all Cash Collateral by effecting purchases and sales
and/or subscriptions and redemptions of such Collateral in any
Permitted Investment set forth on Schedule 4 hereto (which may from
time to time be amended in writing by the Client). The Lending Agent
shall, where applicable, send timely instructions to the transfer
agent of the Permitted Investment with respect to any cash transfers
required to be completed in conjunction with any subscription or
redemption in a Permitted Investment, and cause the Advisor and the
Custodian to be notified of such investment. To facilitate the
Lending Agent's ability to effect investments of Cash Collateral
authorized by this Agreement, the Client appoints the Lending Agent
as its true and lawful attorney-in-fact, with full power of
substitution and revocation, in its name, place and stead to take
action in the Client's name to the extent necessary or desirable to
fulfill the purposes of this Agreement, including, without
limitation, (i) to establish trading accounts in a Client's name,
(ii) to execute and
deliver such contracts and other documents on a Client's behalf as
the Lending Agent, in its discretion, deems necessary or desirable
to establish such trading accounts or otherwise to effect
investments on the Client's behalf that are authorized by this
Agreement, and (iii) to act, in the Lending Agent's discretion, in
the Client's name to enforce the Client's rights and remedies under
such contracts or documents.
5.2 Cash Collateral Investment Risk. Any investment of Cash Collateral
shall be at the sole risk of the Client. Any income or gains and
losses from investing and reinvesting any Cash Collateral delivered
by an Approved Borrower pursuant to an SLA shall be at the Client's
risk, and the Client agrees that to the extent any such losses
reduce the amount of cash below the amount required to be returned
to the Approved Borrower upon the termination of any loan (including
any Cash Collateral Fee as defined in the SLA), the Client will, on
demand of the Lending Agent, immediately pay or cause to be paid to
such Approved Borrower an equivalent amount in cash.
6. Borrower Default. In the event of default by an Approved Borrower with
respect to any loan entered into pursuant to an SLA, the Lending Agent will take
such actions as are set forth in the applicable SLA. In addition, the following
provisions shall apply.
6.1 Replacement of Loaned Securities. If an Approved Borrower fails,
pursuant to the SLA with the Lending Agent, to return loaned
securities with respect to a loan when due ("Default Event"), then
the Lending Agent shall use the Collateral or the proceeds of the
liquidation of Collateral to purchase for the affected Client's
account, for settlement in the normal course, replacement securities
of the same issue, type, class and series as that of the loaned
securities ("Buy-In"). The Lending Agent shall purchase an amount of
replacement securities having a value equal to the value of the
Collateral (as determined herein). If the cost of fully replacing
the loaned securities is greater than the value of the Collateral
(or liquidated damages calculated under Section 6.2), the Lending
Agent shall be responsible for using its funds, at its expense, to
satisfy the shortfall, but only to the extent that such shortfall is
not due to any diminution in the value of the Collateral due to
reinvestment risk that is borne by the Client pursuant to Section 5
of this Agreement. For purposes of this Section, value of the
Collateral shall be calculated as follows:
6.1.1 Value of Cash Collateral. In the case of loans collateralized
solely by Cash Collateral, the value of the Collateral shall
be the market value of the investment of such Cash Collateral.
6.1.2 Value of Securities Collateral. In the case of loans
collateralized solely by securities Collateral, the value of
the Collateral shall be the market value of such Collateral.
6.1.3 Valuation Date. The value of the Collateral shall be
determined on the date of the Buy-In (or the payment made
pursuant to Section 6.2 below).
6.1.4 Market Value. Market value shall be determined by the Lending
Agent, where applicable, based upon prices obtained from
recognized pricing services or dealer price quotations.
6.1.5 Multiple Forms of Collateral. Where a loan is collateralized
by more than one type of Collateral, the aggregate market
value of Collateral securing such loan (for the purpose of
computing the indemnity) shall be the sum of the market values
for each relevant type of Collateral.
6.2 Impossibility of Replacement/Liquidated Damages. If the Lending
Agent determines that a Buy-In is commercially impracticable (for
any reason other than price), the Lending Agent shall, in lieu of
effecting a Buy-In, pay to the affected Client an amount equal to
the market value of the loaned securities determined at the close of
business on the date of the Default Event to be reduced by any
shortfall diminution in the value of the Collateral due to
reinvestment risk that is borne by the Client pursuant to Section 5.
6.3 Replacement of Distributions. In addition to making the purchases or
payments required above, the Lending Agent shall pay from the
proceeds of Collateral to the Client the value of all distributions
on the Loaned Securities, the record dates for which occur before
the date that the Lending Agent executes a Buy-In or makes the
payments to the Client required pursuant to Section 6.2 and that
have not otherwise been credited to the Client's Custody Account.
For purposes of this Section, the value of such distributions shall
be calculated net of taxes, expenses or other deductions that would
normally accrue to such distributions. The Lending Agent shall use
Collateral or the proceeds of such Collateral to the extent
available to make such payments of distributions.
6.4 Collateral not in Possession or Control of the Lending Agent. If, on
the date of the Default Event, by reason of the Client's request or
actions, the Lending Agent is not in possession or control of the
Collateral allocated to the defaulted Loan, the Client shall
promptly cause such Collateral to be transferred to the Lending
Agent for application against the cost of any Buy-In. In such event,
the replacement provisions of this Section 6 shall not apply, and
the compensation of the Client shall be limited to the value of the
Collateral on the date that Buy-In or replacement payment may be
affected.
6.5 Subrogation and Assignment of Rights in Collateral. In the event
that the Lending Agent is required to perform or make any payment
under this Section, the Client agrees that, to the extent of such
performance or payment, the Lending Agent shall be subrogated to the
Client, and the Client shall assign, and be deemed to have assigned,
to the Lending Agent all of such Client's rights in, to and against
the Approved Borrower in respect of the related loan, any Collateral
pledged by such Borrower in respect of such loan and all proceeds of
such Collateral. In the event that the Client receives or is
credited with any payment, benefit or value from or on behalf of the
Approved Borrower in respect of rights to which the Lending Agent is
subrogated as provided herein, the Client shall promptly remit or
pay to the Lending Agent the same (or, where applicable, its United
States dollar equivalent).
7. Income, Corporate Actions and Substitute Payments. Income, corporate
actions and Substitute Payments (as defined in Sections 7.1 and 7.2) shall be
dealt with as provided in this Section 7.
7.1 Income and Related Payments to Borrower. Where Collateral consists
of securities and the Approved Borrower, pursuant to a SLA, is due
to receive an amount equal to the interest or distribution declared
("Collateral Substitute Payment") in respect of such Collateral
during the term of the related securities loan, the Lending Agent
shall promptly remit or cause to be remitted such Collateral
Substitute Payment on behalf of the Client to the Approved Borrower
in accordance with such Approved Borrower's instructions. The
Lending Agent shall likewise remit, or cause to be remitted, to any
Approved Borrower the applicable Cash Collateral Fee (as defined in
the SLA) when due in accordance with the Lending Agent's
instructions.
7.2 Income and Related Payments to Client. The Lending Agent shall
instruct each Approved Borrower which is a party to a SLA to remit
any payment in-lieu-of the interest or distribution declared on
loaned securities ("Loan Substitute Payment") which is denominated
in a currency other than U.S. dollars to the Client's applicable
Custody
Account, and the Lending Agent shall receive, hold and administer
the same, for the account of the Client. The Lending Agent shall
also instruct each Approved Borrower which is a party to a SLA to
remit any other fees payable on loaned securities to the Lending
Agent for the account of the Client, and the Lending Agent shall
receive, hold and administer the same for the account of the Client.
7.3 Corporate Actions and Proxy Rights. The Client acknowledges that,
with respect to securities which are out on loan over the applicable
record date for such action, unless otherwise agreed hereto, it will
not be entitled to participate in any dividend reinvestment program
or vote any proxies. Corporate actions will otherwise be processed
in accordance with the SLA.
8. Statements. The Lending Agent will provide to the Advisor, on the
Client's behalf, (i) upon request, a daily statement of activity setting forth
information relating to loaned securities, marks-to-market and termination and
(ii) on or about the 7th (seventh) business day of each month, a statement
indicating for the preceding calendar month the securities lent by the Client,
the value of such securities, the identity of the Approved Borrowers, the nature
and amount of Collateral pledged or delivered as security for the loaned
securities, the income received (or loss incurred) from the daily investment of
Cash Collateral, the amounts of any fees or payments paid with respect to each
loan and such other information as the parties hereto may agree to from time to
time. For purposes hereof, "business day" means any day on which the Lending
Agent is open for business. The Lending Agent (unless otherwise instructed by
the Client) shall instruct any Approved Borrower to remit directly to the
Lending Agent, as applicable, all amounts and fees due the Client pursuant to
any loan of securities, which the Lending Agent shall in turn pay to the Client.
9. SIPC Coverage. THE PARTIES ACKNOWLEDGE THAT THE PROVISIONS OF THE
SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT THE FUND WITH RESPECT
TO THE SECURITIES LOAN TRANSACTION AND THAT, THEREFORE, THE COLLATERAL DELIVERED
BY AN APPROVED BORROWER TO THE FUND MAY CONSTITUTE THE ONLY SOURCE OF
SATISFACTION OF THE OBLIGATION OF THE APPROVED BORROWER IN THE EVENT THE
APPROVED BORROWER (OR ITS AGENT) FAILS TO RETURN THE SECURITIES.
10. Client Information. The Client covenants and agrees to promptly
furnish to the Lending Agent any information regarding the Client which is
necessary to effect transactions on behalf of the Client, including, but not
limited to, restrictions it wishes to impose with respect to the acceptance of
forms of collateral or lending to any Approved Borrower(s) or any limitations
imposed pursuant to any applicable law, regulation, authority, charter, by-law,
statute or other instrument. The Lending Agent agrees to comply with such
restrictions and limitations.
11. Tax Treatment. The Client acknowledges that the tax treatment of
Substitute Payments may differ from the tax treatment of the interest or
dividend to which such payment relates and that the Client has made its own
determination as to the tax treatment of any securities loan transactions
undertaken pursuant to this Agreement and of any dividends, distributions,
remuneration or other funds received hereunder. The Client also acknowledges
that, to the extent that either the Client or the Approved Borrower is a
non-U.S. resident, the Lending Agent may be required to withhold tax on amounts
payable to or by the Client pursuant to a securities loan and may at any time
claim from the Client any shortfall in the amount so withheld.
12. Responsibility of the Lending Agent. Subject to the requirements of
applicable law, the Lending Agent shall not be liable with respect to any losses
incurred by the Client in connection with this securities lending program or
under any provision hereof, except to the extent that such losses result from
the Lending Agent's willful misfeasance, bad faith, gross negligence or reckless
disregard in the
performance of its duties under this Agreement. The Lending Agent shall not be
liable for losses, costs, expenses or liabilities caused by or resulting from
the acts or omissions of the Client or of any agent or third party custodian of
the Client. The Lending Agent shall not be responsible for any special,
punitive, indirect or consequential damages, whether or not the Lending Agent
has been apprised of the likelihood of such damages.
13. Client Indemnity. The Client hereby indemnifies the Lending Agent
(which, for purposes of this paragraph shall include its respective officers,
directors, partners, managers; employees and agents) from and against any and
all claims, damages, liabilities, losses, costs or expenses (including the
reasonable fees and expenses of counsel) incurred, suffered or sustained by the
Lending Agent, which arise from the Lending Agent's actions or failure to act,
in either case taken in good faith in performance of this Agreement, except to
the extent that such claims, damages, liabilities, losses, costs or expenses
were caused by the willful misfeasance, bad faith, gross negligence or reckless
disregard of the Lending Agent. This indemnity shall survive the termination of
this Agreement and the resignation or removal of the Lending Agent as agent.
14. Representations and Warranties. Each party represents and warrants to
the other that (i) it has due authority to enter into and perform this Agreement
and any transactions contemplated thereby; (ii) the execution and performance of
this Agreement and any transaction contemplated thereby has been duly authorized
by all necessary action, corporate or otherwise, and does not violate any law,
regulation, charter, by-law or other instrument, restriction or provision
applicable to it; and (iii) this Agreement constitutes such party's legal, valid
and binding obligation enforceable in accordance with its terms. In addition,
the Client represents that: (a) any loan authorized hereunder and the
performance of this Agreement in respect of such loan is authorized by the
prospectus and other constitutive documents of the Client (including any limits
as to the aggregate amount of authorized lending under such documents); and (b)
as to any securities lent at any time and from time to time on behalf of the
Client, the Client shall be the owner thereof with clear title thereto and no
lien, charge or encumbrance upon such securities shall exist.
15. Non-Exclusivity of Agency Service and Similar Matters. The Client
acknowledges that the Lending Agent, acting on behalf of other accounts, may
effect transactions with or for the same institutions to which loans of
securities may be made hereunder, which transactions may give rise to potential
conflict of interest situations. The Client further acknowledges that the
Lending Agent may engage in securities lending transactions as agent for other
lenders. Lending opportunities among Approved Borrowers shall be allocated at
the discretion of the Lending Agent in an equitable manner.
16. Force Majeure. The Lending Agent shall not be responsible or liable
for any failure or delay in the performance of its obligations under this
Agreement arising out of, or caused directly or indirectly by, circumstances
beyond its control, including without limitation, acts of God; earthquakes;
fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots;
interruptions, loss or malfunctions of utilities, transportation, computer
(hardware or software) or communications service; accidents; labor disputes;
acts of civil or military authority; governmental actions; or inability to
obtain labor, material, equipment or transportation. Without limiting the
foregoing, the Lending Agent shall not be responsible for economic, political or
investment risks incurred through the Client's participation in this securities
lending program.
17. Reliance on Client Communications. The Lending Agent shall be entitled
to conclusively rely upon any certification, notice or other communication
(including by telephone (if promptly confirmed in writing), telex, facsimile,
telegram or cable) reasonably believed by it to be genuine and correct and to
have been signed or sent by or on behalf of an approved person ("Approved
Person") of the party sending such certification, notice or other communication.
Set forth in Schedule 5 hereto is a list of Approved Persons for each of the
parties hereto, which list may be amended by any party from time to time upon
notice to the other parties. The Lending Agent reserves the right to notify the
Client of any restrictions (self-imposed or otherwise) concerning its activities
worldwide. The Lending Agent and the
Client shall each have the right to consult with counsel with respect to their
respective rights and duties hereunder and shall not be liable for actions taken
or not taken in reliance on such advice.
18. Compensation. The basis of the Lending Agent's compensation for its
activities hereunder and in respect of any loan is set forth in Schedule 6
hereto. The Client authorizes and directs the Lending Agent to deduct amounts
equal to such compensation from the Custody Account and to retain such amounts
as compensation. The Lending Agent shall notify the Client, on or about the 10th
(tenth) day of each month, of the amount of fees due the Lending Agent hereunder
and, promptly upon receipt of such notice, the Client shall effect the requisite
payment to the Lending Agent in immediately available funds of U.S. dollars.
19. Termination. This Agreement may be terminated at any time upon mutual
written agreement of the Lending Agent and the Client or upon three days' prior
written notice to the other party; provided that the Client's indemnification
obligation in Section 13 shall survive any such termination.
20. Action on Termination. It is agreed that (a) upon receipt of notice of
termination, no further loans shall be made hereunder by the Lending Agent and
(b) the Lending Agent shall, as promptly as possible after termination of this
Agreement, terminate any and all outstanding loans but continue to administer to
any outstanding loans as necessary to affect their termination and remit and
deliver to the Custody Account all securities, earnings and other items due to
the Client. The provisions hereof shall continue in full force and effect in all
other respects until all loans have been terminated and all obligations
satisfied as herein provided.
21. Notices. All notices, demands and other communications hereunder shall
be in writing and delivered or transmitted (as the case may be) by registered
mail, facsimile, telex, courier, or be effected by telephone promptly confirmed
in writing and delivered or transmitted as aforesaid, to the intended recipient
in accordance with Schedule 7 hereto. Notices shall be effective upon receipt.
22. Governing Law and Jurisdiction. This agreement shall be governed by
and construed in accordance with the laws of the State of New York without
reference to conflict of law provisions thereof. The parties hereto hereby
irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue
in) the courts of the State of New York and the federal courts located in New
York City in the Borough of Manhattan.
23. Entire Agreement. This Agreement supersedes any other agreement
between the parties hereto concerning loans of securities owned by the Client.
This Agreement constitutes the entire understanding of the parties hereto with
respect to the subject matter hereof. This Agreement together with any other
written agreements between the parties entered into concurrently with this
Agreement contain the entire agreement between the parties with respect to the
transactions contemplated hereby and supersede all previous oral or written
negotiations, commitments and understandings related thereto.
24. Assignment. This Agreement shall not be assigned by any party without
the prior written consent of the other party.
25. Capitalized Terms. Capitalized terms not otherwise defined herein
shall have the meanings provided in the SLA.
26. Amendment. This Agreement may not be amended or modified in any
respect, without the written agreement of both parties.
27. Waiver. No provision of this Agreement may be waived, without the
written agreement of both parties. No waiver by one party of any obligation of
the other hereunder shall be considered a waiver of any other obligation of such
party. The failure of a party to this Agreement to insist upon
strict adherence to any term of this Agreement on any occasion shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.
28. Remedies. All remedies hereunder shall survive the termination of this
Agreement.
29. Severability. In the event any provision of this Agreement is
adjudicated to be void, illegal, invalid, or unenforceable, the remaining terms
and provisions of this Agreement shall not be affected thereby, and each of such
remaining terms and provisions shall be valid and enforceable to the fullest
extent permitted by law, unless a party demonstrates by a preponderance of the
evidence that the invalidated provision was an essential economic term of the
Agreement.
30. Further Assurances. Each party hereto shall execute and deliver such
other documents or agreements as may be necessary or desirable for the
implementation of this Agreement and the consummation of the transactions
contemplated hereby.
31. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which taken
together shall be deemed one and the same instrument.
32. Headings. The headings of sections herein are included solely for
convenience and shall have no effect on the meaning of this Agreement.
33. Separate Agreement. Execution of this Agreement by more than one
Client shall not create any contractual or other obligation between or among
such Clients and this Agreement shall constitute a separate agreement between
the Lending Agent and each Client. Every reference to Client shall be construed
to be a reference solely to the particular Client that is a party to the
relevant transaction. Each of the parties agrees that under no circumstances
shall any rights, obligations, remedies or liabilities of a particular Client,
or with respect to transactions to which a particular Client is a party, be
deemed to constitute rights, obligations, remedies or liabilities applicable to
any other Client or to transactions to which other Clients are parties, and the
Lending Agent shall have no right to set off claims of any Client against
property or liabilities of any other Client. All transactions are entered into
in reliance on the fact that this Agreement constitutes a separate agreement
between the Lending Agent and each Client.
34. Additional Parties. The Lending Agent agrees that additional Clients
may be added as parties to this Agreement from time to time upon written notice
to the Lending Agent and upon written consent of the Lending Agent to the
addition of any such additional Client.
35. Business Trust. With respect to a Client which is a business trust,
the Lending Agent acknowledges and agrees that this Agreement is executed by
such Client on behalf of the trustees of such Client as trustees and not
individually; and no trustee, shareholder, officer, employee or agent of such
business trust shall be held to any personal liability, nor shall resort be had
to their property for the satisfaction of the Client's obligations under this
Agreement, and such obligations are binding only upon the assets and property of
such Client.
36. Series Trusts. The parties acknowledge that the Client may be an
investment company, whose assets may be allocated to two or more series. In such
case, the Lending Agent agrees to seek satisfaction of all obligations of such
Client hereunder solely out of the assets of the series on whose behalf the
Transaction(s) giving to the obligations was entered into. If the Client
establishes two or more series, the Client shall so indicate on Schedule 1 or
otherwise give notice thereof and identify such series, and from such time the
liability of such series shall be limited as set forth above, as though and to
the same extent as if such series was a separate and distinct Client hereunder.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf as of the day and year first set forth above.
BLACKROCK ADVISORS LLC,
ON BEHALF OF THE CLIENTS IDENTIFIED
ON SCHEDULE 1
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Title: Managing Director
--------------------------------
BLACKROCK INVESTMENT MANAGEMENT, LLC,
AS LENDING AGENT
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Title: Managing Director
--------------------------------
SCHEDULE I
Fund Domicile Ticker Tax ID
---- -------- ------ ------
BlackRock Funds DE N/A N/A
Money Market Portfolio DE BR-MM ▇▇-▇▇▇▇▇▇▇
U.S. Treasury Money Market Portfolio DE BR-GMM ▇▇-▇▇▇▇▇▇▇
Municipal Money Market Portfolio DE BR-MMM ▇▇-▇▇▇▇▇▇▇
NJ Muni Money Market Portfolio DE BR-NJMM ▇▇-▇▇▇▇▇▇▇
NC Muni Money Market Portfolio DE BR-NCMM ▇▇-▇▇▇▇▇▇▇
Ohio Muni Money Market Portfolio DE BR-OHMM ▇▇-▇▇▇▇▇▇▇
PA Muni Money Market Portfolio DE BR-PAMM ▇▇-▇▇▇▇▇▇▇
VA Muni Money Market Portfolio DE BR-VAMM ▇▇-▇▇▇▇▇▇▇
Mid Cap Growth Equity Portfolio DE BR_MCGE ▇▇-▇▇▇▇▇▇▇
Small Cap Value Equity Portfolio DE BR_SCVE ▇▇-▇▇▇▇▇▇▇
Small Cap Growth Equity Portfolio DE BR_SCGE ▇▇-▇▇▇▇▇▇▇
Small Cap Core Equity DE BR_SCORE ▇▇-▇▇▇▇▇▇▇
U.S. Opportunities Equity Portfolio DE BR_USOPP ▇▇-▇▇▇▇▇▇▇
Global Science & Technology Portfolio DE BR_GST ▇▇-▇▇▇▇▇▇▇
International Opportunities Equity Portfolio DE BR_ISCE ▇▇-▇▇▇▇▇▇▇
Investment Trust Portfolio DE BR-CE ▇▇-▇▇▇▇▇▇▇
Index Equity Portfolio DE BR-IE ▇▇-▇▇▇▇▇▇▇
Intermediate Bond Portfolio II DE BR-INT ▇▇-▇▇▇▇▇▇▇
Intermediate Bond Portfolio DE BR-INTPL ▇▇-▇▇▇▇▇▇▇
BlackRock Strategic Portfolio I DE BSP1 ▇▇-▇▇▇▇▇▇▇
All Cap Global Resources Portfolio DE BR_ACGR ▇▇-▇▇▇▇▇▇▇
Asset Allocation DE BR_AA ▇▇-▇▇▇▇▇▇▇
Mid Cap Value DE BR_MCVE ▇▇-▇▇▇▇▇▇▇
BlackRock Aurora Portfolio DE BR_AUR ▇▇-▇▇▇▇▇▇▇
BlackRock Small/Mid Cap Growth Portfolio DE BR_SMG ▇▇-▇▇▇▇▇▇▇
BlackRock Global Resources Portfolio DE BRGR ▇▇-▇▇▇▇▇▇▇
BlackRock Legacy Portfolio DE BR_LEG ▇▇-▇▇▇▇▇▇▇
BlackRock Health Sciences Opportunities DE BR_HS ▇▇-▇▇▇▇▇▇▇
Exchange Portfolio DE BR_EXC ▇▇-▇▇▇▇▇▇▇
Global Opportunities Portfolio DE BR_GO ▇▇-▇▇▇▇▇▇▇
BlackRock Funds II DE N/A N/A
Enhanced Income Portfolio DE BR-EI ▇▇-▇▇▇▇▇▇▇
Low Duration Bond Portfolio DE BR-LO ▇▇-▇▇▇▇▇▇▇
Intermediate Government Portfolio DE BR-INTG ▇▇-▇▇▇▇▇▇▇
Total Return Portfolio II DE BR-CORE ▇▇-▇▇▇▇▇▇▇
Total Return Portfolio DE BR-COREPL ▇▇-▇▇▇▇▇▇▇
Government Income Portfolio DE BR-GOVT ▇▇-▇▇▇▇▇▇▇
Inflation Protected Bond Portfolio DE BR-IP ▇▇-▇▇▇▇▇▇▇
GNMA Portfolio DE BR-GNMA ▇▇-▇▇▇▇▇▇▇
Managed Income Portfolio DE BR-MINC ▇▇-▇▇▇▇▇▇▇
International Bond Portfolio DE BR-INTLB ▇▇-▇▇▇▇▇▇▇
High Yield Bond Portfolio DE BR-HIYLD ▇▇-▇▇▇▇▇▇▇
AMT-Free Municipal Bond Portfolio DE BR-MUNI ▇▇-▇▇▇▇▇▇▇
Delaware Municipal Bond Portfolio DE BR-DE ▇▇-▇▇▇▇▇▇▇
Ohio Municipal Bond Portfolio DE BR-OH ▇▇-▇▇▇▇▇▇▇
Kentucky Municipal Bond Portfolio DE BR-KY ▇▇-▇▇▇▇▇▇▇
Conservative Prepared Portfolio DE BR_CON ▇▇-▇▇▇▇▇▇▇
Moderate Prepared Portfolio DE BR_MOD ▇▇-▇▇▇▇▇▇▇
Growth Prepared Portfolio DE BR_GRW ▇▇-▇▇▇▇▇▇▇
Aggressive Growth Prepared Portfolio DE BR_AGR ▇▇-▇▇▇▇▇▇▇
BlackRock Strategic Portfolio I DE BSPl ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2010 DE BR_2010 ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2015 DE BR_2015 ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2020 DE BR_2020 ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2025 DE BR_2025 ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2030 DE BR_2030 ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2035 DE BR_2035 ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2040 DE BR_2040 ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2045 DE BR_2045 ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2050 DE BR_2050 ▇▇-▇▇▇▇▇▇▇
BlackRock Long-Term Municipal Advantage Trust DE BTA ▇▇-▇▇▇▇▇▇▇
BlackRock Municipal 2020 Term Trust DE BKK ▇▇-▇▇▇▇▇▇▇
BlackRock Florida Municipal 2020 Term Trust DE BFO ▇▇-▇▇▇▇▇▇▇
BlackRock Insured Municipal Income Trust DE BYM ▇▇-▇▇▇▇▇▇▇
BlackRock California Insured Municipal Income Trust DE BCK ▇▇-▇▇▇▇▇▇▇
BlackRock Florida Insured Municipal Income Trust ▇▇ ▇▇▇ ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Insured Municipal Income Trust DE BSE ▇▇-▇▇▇▇▇▇▇
BlackRock Municipal Income Trust II DE BLE ▇▇-▇▇▇▇▇▇▇
BlackRock New York Municipal Income Trust II DE BFY ▇▇-▇▇▇▇▇▇▇
BlackRock California Municipal Income Trust II DE BCL ▇▇-▇▇▇▇▇▇▇
BlackRock California Municipal Bond Trust DE BZA ▇▇-▇▇▇▇▇▇▇
BlackRock Municipal Bond Trust DE BBK ▇▇-▇▇▇▇▇▇▇
BlackRock Florida Municipal Bond Trust DE BIE ▇▇-▇▇▇▇▇▇▇
BlackRock New Jersey Municipal Bond Trust DE BLJ ▇▇-▇▇▇▇▇▇▇
BlackRock New York Municipal Bond Trust DE BQH ▇▇-▇▇▇▇▇▇▇
BlackRock Maryland Municipal Bond Trust DE BZM ▇▇-▇▇▇▇▇▇▇
BlackRock Virginia Municipal Bond Trust DE BHV ▇▇-▇▇▇▇▇▇▇
BlackRock California Municipal 2018 Term Trust DE BJZ ▇▇-▇▇▇▇▇▇▇
BlackRock New York Municipal 2018 Term Trust DE BLH ▇▇-▇▇▇▇▇▇▇
BlackRock Municipal 2018 Term Trust DE BPK ▇▇-▇▇▇▇▇▇▇
BlackRock California Municipal Income Trust DE BFZ ▇▇-▇▇▇▇▇▇▇
BlackRock Municipal Income Trust DE BFK ▇▇-▇▇▇▇▇▇▇
BlackRock Florida Municipal Income Trust DE BBF ▇▇-▇▇▇▇▇▇▇
BlackRock New Jersey Municipal Income Trust DE BNJ ▇▇-▇▇▇▇▇▇▇
BlackRock New York Municipal Income Trust DE BNY ▇▇-▇▇▇▇▇▇▇
BlackRock Pennsylvania Strategic Municipal Trust DE BPS ▇▇-▇▇▇▇▇▇▇
BlackRock Strategic Municipal Trust DE BSD ▇▇-▇▇▇▇▇▇▇
BlackRock Insured Municipal Term Trust Inc. MD BMT ▇▇-▇▇▇▇▇▇▇
BlackRock California Insured Municipal 2008 Term Trust Inc. MD BFC ▇▇-▇▇▇▇▇▇▇
BlackRock Florida Insured Municipal 2008 Term Trust MA BRF ▇▇-▇▇▇▇▇▇▇
BlackRock Insured Municipal 2008 Term Trust Inc. MD BRM ▇▇-▇▇▇▇▇▇▇
BlackRock Investment Quality Municipal Trust Inc. MD BKN ▇▇-▇▇▇▇▇▇▇
BlackRock New York Insured Municipal 2008 Term Trust Inc. MD BLN ▇▇-▇▇▇▇▇▇▇
BlackRock California Investment Quality Municipal Trust Inc. MD RAA ▇▇-▇▇▇▇▇▇▇
BlackRock Florida Investment Quality Municipal Trust MA RFA ▇▇-▇▇▇▇▇▇▇
BlackRock Municipal Target Term Trust Inc. MD BMN ▇▇-▇▇▇▇▇▇▇
BlackRock New Jersey Investment Quality Municipal Trust Inc. MD RNJ ▇▇-▇▇▇▇▇▇▇
BlackRock New York Investment Quality Municipal Trust Inc. MD RNY ▇▇-▇▇▇▇▇▇▇
BlackRock Real Asset Equity Trust DE BCF_CEF ▇▇-▇▇▇▇▇▇▇
BlackRock World Investment Trust DE E_BWC, BWC-FI ▇▇-▇▇▇▇▇▇▇
BlackRock Enhanced Dividend Achievers Trust DE BDJ ▇▇-▇▇▇▇▇▇▇
BlackRock Global Opportunities Equity Trust DE BGO ▇▇-▇▇▇▇▇▇▇
BlackRock High Income Shares MA HIS ▇▇-▇▇▇▇▇▇▇
BlackRock Health Sciences Trust DE BME ▇▇-▇▇▇▇▇▇▇
BlackRock Global Energy and Resource Trust DE BGR ▇▇-▇▇▇▇▇▇▇
BlackRock Global Floating Rate Income Trust DE BGT2 ▇▇-▇▇▇▇▇▇▇
BlackRock S&P Quality Rankings Global Equity Managed Trust DE BQY ▇▇-▇▇▇▇▇▇▇
BlackRock Strategic Dividend Achievers Trust DE BDT ▇▇-▇▇▇▇▇▇▇
BlackRock Dividend Achievers Trust DE BDV ▇▇-▇▇▇▇▇▇▇
BlackRock Limited Duration Income Trust DE BLW ▇▇-▇▇▇▇▇▇▇
BlackRock Preferred Opportunity Trust DE BPP ▇▇-▇▇▇▇▇▇▇
BlackRock Core Bond Trust DE BHK ▇▇-▇▇▇▇▇▇▇
BlackRock Strategic Bond Trust DE BHD ▇▇-▇▇▇▇▇▇▇
B1ackRock Broad Investment Grade 2009 Term Trust Inc. MD BCT ▇▇-▇▇▇▇▇▇▇
BlackRock High Yield Trust DE BHY ▇▇-▇▇▇▇▇▇▇
BlackRock Income Trust Inc. MD BKT ▇▇-▇▇▇▇▇▇▇
BlackRock Income Opportunity Trust Inc. MD BNA ▇▇-▇▇▇▇▇▇▇
BlackRock California Money Fund DE L-CAMNY ▇▇-▇▇▇▇▇▇▇
BlackRock New York Money Fund DE L-NYMNY ▇▇-▇▇▇▇▇▇▇
BlackRock International Growth and Income Trust DE BGY ▇▇-▇▇▇▇▇▇▇
BlackRock Global Equity Income Trust DE BFD ▇▇-▇▇▇▇▇▇▇
SCHEDULE 2
----------
Approved Borrowers
------------------
Banc of America
Barclays
Bear ▇▇▇▇▇▇▇
BNP Paribas
Citigroup
Credit Suisse
Deutsche Bank
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ MorganChase
▇▇▇▇▇▇ Brothers
Macquarie
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇
Societe Generale
UBS
Wachovia
SCHEDULE 3
----------
FORM OF SECURITIES LOAN AGREEMENT
Master Securities
Loan Agreement
Dated as of
--------------------------------------------------------------------------
Between:
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and
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This Agreement sets forth the terms and conditions under which one party
("Lender") may, from time to time, lend to the other party ("Borrower") certain
securities against a pledge of collateral. Capitalized terms not otherwise
defined herein shall have the meanings provided in Section 26.
The parties hereto agree as follows:
1. Loans of Securities.
1.1 Subject to the terms and conditions of this Agreement, Borrower or Lender
may, from time to time, orally seek to initiate a transaction in which
Lender will lend securities to Borrower. Borrower and Lender shall agree
orally on the terms of each Loan, including the issuer of the securities,
the amount of securities to be lent, the basis of compensation, and the
amount of Collateral to be transferred by Borrower, which terms may be
amended during the Loan.
1.2 Notwithstanding any other provision in this Agreement regarding when a
Loan commences, a Loan hereunder shall not occur until the Loaned
Securities and the Collateral therefor have been transferred in accordance
with Section 16.
1.3 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND
AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF
1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER
AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE
ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT
BORROWER FAILS TO RETURN THE LOANED SECURITIES.
2. Transfer of Loaned Securities.
2.1 Unless otherwise agreed, Lender shall transfer Loaned Securities to
Borrower hereunder on or before the Cutoff Time on the date agreed to by
Borrower and Lender for the commencement of the Loan.
May 1993 Master Securities Loan Agreement 1
2.2 Unless otherwise agreed, Borrower shall provide Lender, in each Loan in
which Lender is a Customer, with a schedule and receipt listing the Loaned
Securities. Such schedule and receipt may consist of (a) a schedule
provided to Borrower by Lender and executed and returned by Borrower when
the Loaned Securities are received, (b) in the case of securities
transferred through a Clearing Organization which provides transferors
with a notice evidencing such transfer, such notice, or (c) a confirmation
or other document provided to Lender by Borrower.
3. Collateral.
3.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the
transfer of the Loaned Securities to Borrower, but in no case later than
the close of business on the day of such transfer, transfer to Lender
Collateral with a market value at least equal to a percentage of the
market value of the Loaned Securities agreed to by Borrower and Lender
(which shall be not less than 100% of the market value of the Loaned
Securities) (the "Margin Percentage").
3.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to
Section 8, shall be security for Borrower's obligations in respect of such
Loan and for any other obligations of Borrower to Lender. Borrower hereby
pledges with, assigns to, and grants Lender a continuing first security
interest in, and a lien upon, the Collateral, which shall attach upon the
transfer of the Loaned Securities by Lender to Borrower and which shall
cease upon the transfer of the Loaned Securities by Borrower to Lender. In
addition to the rights and remedies given to Lender hereunder, Lender
shall have all the rights and remedies of a secured party under the New
York Uniform Commercial Code. It is understood that Lender may use or
invest the Collateral, if such consists of cash, at its own risk, but that
(unless Lender is a Broker-Dealer) Lender shall, during the term of any
Loan hereunder, segregate Collateral from all securities or other assets
in its possession. Lender may pledge, repledge, hypothecate,
rehypothecate, lend, relend, sell or otherwise transfer the Collateral, or
re-register Collateral evidenced by physical certificates in any name
other than Borrower's, only (a) if Lender is Broker-Dealer or (b) in the
event of a Default by Borrower. Segregation of Collateral may be
accomplished by appropriate identification on the books and records of
Lender if it is a "financial intermediary" or a "clearing corporation"
within the meaning of the New York Uniform Commercial Code.
3.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned
Securities on the day a Loan is terminated pursuant to Section 5, Lender
shall be obligated to transfer the Collateral (as adjusted pursuant to
Section 8) to Borrower no later than the Cutoff Time on such day or, if
such day is not a day on which a transfer of such Collateral may be
effected under Section 16, the next day on which such a transfer may be
effected.
3.4 If Borrower transfers Collateral to Lender, as provided in Section 3.1,
and Lender does not transfer the Loaned Securities to Borrower, Borrower
shall have the absolute right to the return of the Collateral; and if
Lender transfers Loaned Securities to Borrower and Borrower does not
transfer Collateral to Lender as provided in Section 3.1, Lender shall
have the absolute right to the return of the Loaned Securities.
3.5 Borrower may, upon reasonable notice to Lender (taking into account all
relevant factors, including industry practice, the type of Collateral to
be substituted and the applicable
May 1993 Master Securities Loan Agreement 2
method of transfer), substitute Collateral for Collateral securing any
Loan or Loans; provided, however, that such substituted Collateral shall
(a) consist only of cash, securities or other property that Borrower and
Lender agreed would be acceptable Collateral prior to the Loan or Loans
and (b) have a market value such that the aggregate market value of such
substituted Collateral, together with all other Collateral for Loans in
which the party substituting such Collateral is acting as Borrower, shall
equal or exceed the agreed upon Margin Percentage of the market value of
the Loaned Securities. Prior to the expiration of any letter of credit
supporting Borrower's obligations hereunder, Borrower shall, no later than
the Cutoff Time on the date such letter of credit expires, obtain an
extension of the expiration of such letter of credit or replace such
letter of credit by providing Lender with a substitute letter of credit in
an amount at least equal to the amount of the letter of credit for which
it is substituted.
3.6 Lender acknowledges that, in connection with Loans of Government
Securities and as otherwise permitted by applicable law, some securities
provided by Borrower as Collateral under this Agreement may not be
guaranteed by the United States.
4. Fees for Loan.
4.1 Unless otherwise agreed, (a) Borrower agrees to pay Lender a loan fee (a
"Loan Fee"), computed daily on each Loan to the extent such Loan is
secured by Collateral other than cash, based on the aggregate par value
(in the case of Loans of Government Securities) or the aggregate market
value (in the case of all other Loans) of the Loaned Securities on the day
for which such Loan Fee is being computed, and (b) Lender agrees to pay
Borrower a fee or rebate (a "Cash Collateral Fee") on Collateral
consisting of cash, computed daily based on the amount of cash held by
Lender as Collateral, in the case of each of the Loan Fee and the Cash
Collateral Fee at such rates as Borrower and Lender may agree. Except as
Borrower and Lender may otherwise agree (in the event that cash Collateral
is transferred by clearing house funds or otherwise), Loan Fees shall
accrue from and including the date on which the Loaned Securities are
transferred to Borrower to, but excluding, the date on which such Loaned
Securities are returned to Lender, and Cash Collateral Fees shall accrue
from and including the date on which the cash Collateral is transferred to
Lender to, but excluding, the date on which such cash Collateral is
returned to Borrower.
4.2 Unless otherwise agreed, any Loan Fee or Cash Collateral Fee payable
hereunder shall be payable:
(a) in the case of any Loan of securities other than Government
Securities, upon the earlier of (i) the fifteenth day of the month
following the calendar month in which such fee was incurred or (ii)
the termination of all Loans hereunder (or, if a transfer of cash in
accordance with Section 16 may not be effected on such fifteenth day
or the day of such termination, as the case may be, the next day on
which such a transfer may be effected); and
(b) in the case of any Loan of Government Securities, upon the
termination of such Loan.
Notwithstanding the foregoing, all Loan Fees shall be payable by Borrower
immediately in the event of a Default hereunder by Borrower and all Cash
Collateral Fees shall be payable immediately by Lender in the event of a Default
by Lender.
May 1993 Master Securities Loan Agreement 3
5. Termination of the Loan.
Unless otherwise agreed, (a) Borrower may terminate a Loan on any Business Day
by giving notice to Lender and transferring the Loaned Securities to Lender
before the Cutoff Time on such Business Day, and (b) Lender may terminate a Loan
on a termination date established by notice given to Borrower prior to the close
of business on a Business Day. The termination date established by a termination
notice given by Lender to Borrower shall be a date no earlier than the standard
settlement date for trades of the Loaned Securities entered into on the date of
such notice, which date shall, unless Borrower and Lender agree to the contrary,
be (i) in the case of Government Securities, the next Business Day following
such notice and (ii) in the case of all other securities, the third Business Day
following such notice. Unless otherwise agreed, Borrower shall, on or before the
Cutoff Time on the termination date of a Loan, transfer the Loaned Securities to
Lender; provided, however, that upon such transfer by Borrower, Lender shall
transfer the Collateral (as adjusted pursuant to Section 8) to Borrower in
accordance with Section 3.3.
6. Rights of Borrower in Respect of the Loaned Securities.
Except as set forth in Sections 7.1 and 7.2 and as otherwise agreed by Borrower
and Lender, until Loaned Securities are required to be redelivered to Lender
upon termination of a Loan hereunder, Borrower shall have all of the incidents
of ownership of the Loaned Securities, including the right to transfer the
Loaned Securities to others. Lender hereby waives the right to vote, or to
provide any consent or to take any similar action with respect to, the Loaned
Securities in the event that the record date or deadline for such vote, consent
or other action falls during the term of the Loan.
7. Dividends, Distributions, Etc.
7.1 Lender shall be entitled to receive all distributions made on or in
respect of the Loaned Securities which are not otherwise received by
Lender, to the full extent it would be so entitled if the Loaned
Securities had not been lent to Borrower, including, but not limited to:
(a) cash and all other property, (b) stock dividends, (c) securities
received as a result of split ups of the Loaned Securities and
distributions in respect thereof, (d) interest payments, and (e) all
rights to purchase additional securities.
7.2 Any cash distributions made on or in respect of the Loaned Securities,
which Lender is entitled to receive pursuant to Section 7.1, shall be paid
by the transfer of cash to Lender by Borrower, on the date any such
distribution is paid, in an amount equal to such cash distribution, so
long as Lender is not in Default at the time of such payment. Non-cash
distributions received by Borrower shall be added to the Loaned Securities
on the date of distribution and shall be considered such for all purposes,
except that if the Loan has terminated, Borrower shall forthwith transfer
the same to Lender.
7.3 Borrower shall be entitled to receive all cash distributions made on or in
respect of non-cash Collateral which are not otherwise received by
Borrower, to the full extent it would be so entitled if the Collateral had
not been transferred to Lender. Any distributions of cash made on or in
respect of such Collateral which Borrower is entitled to receive hereunder
shall be paid by the transfer of cash to Borrower by Lender, on the date
any such distribution is paid, in an amount equal to such cash
distribution, so long as Borrower is not in Default at the time of such
payment.
May 1993 Master Securities Loan Agreement 4
7.4(a) Unless otherwise agreed, if (i) Borrower is required to make a payment
(a "Borrower Payment") with respect to cash distributions on Loaned
Securities under Sections 7.1 and 7.2 ("Securities Distributions"), or
(ii) Lender is required to make a payment (a "Lender Payment") with
respect to cash distributions on Collateral under Section 7.3
("Collateral Distributions"), and (iii) Borrower or Lender, as the case
may be ("Payor"), shall be required by law to collect any withholding or
other tax, duty, fee, levy or charge required to be deducted or withheld
from such Borrower Payment or Lender Payment ("Tax"), then Payer shall
(subject to subsections (b) and (c) below), pay such additional amounts
as may be necessary in order that the net amount of the Borrower Payment
or Lender Payment received by the Lender or Borrower, as the case may be
("Payee"), after payment of such Tax equals the net amount of the
Securities Distribution or Collateral Distribution that would have been
received if such Securities Distribution or Collateral Distribution had
been paid directly to the Payee.
(b) No additional amounts shall be payable to a Payee under subsection (a)
above to the extent that Tax would have been imposed on a Securities
Distribution or Collateral Distribution paid directly to the Payee.
(c) No additional amounts shall be payable to a Payee under subsection (a)
above to the extent that such Payee is entitled to an exemption from, or
reduction in the rate of, Tax on a Borrower Payment or Lender Payment
subject to the provision of a certificate or other documentation, but
has failed timely to provide such certificate or other documentation.
(d) Each party hereto shall be deemed to represent that, as of the
commencement of any Loan hereunder, no Tax would be imposed on any cash
distribution paid to it with respect to (i) Loaned Securities subject to
a Loan in which it is acting as Lender or (ii) Collateral for any Loan
in which it is acting as Borrower, unless such party has given notice to
the contrary to the other party hereto (which notice shall specify the
rate at which such Tax would be imposed). Each party agrees to notify
the other of any change that occurs during the term of a Loan in the
rate of any Tax that would be imposed on any such cash distributions
payable to it.
7.5 To the extent that, under the provisions of Sections 7.1 through 7.4 (a) a
transfer of cash or other property by Borrower would give rise to a Margin
Excess (as defined in Section 8.3 below) or (b) a transfer of cash or
other property by Lender would give rise to a Margin Deficit (as defined
in Section 8.2 below), Borrower or Lender (as the case may be) shall not
be obligated to make such transfer of cash or other property in accordance
with such Sections, but shall in lieu of such transfer immediately credit
the amounts that would have been transferable under such Sections to the
account of Lender or Borrower (as the case may be).
8. ▇▇▇▇ to Market.
8.1 Borrower shall daily ▇▇▇▇ to market any Loan hereunder and in the event
that at the close of trading on any Business Day the market value of the
Collateral for any Loan to Borrower shall be less than 100% of the market
value of all the outstanding Loaned Securities subject to such Loan,
Borrower shall transfer additional Collateral no later than
May 1993 Master Securities Loan Agreement 5
the close of the next Business Day so that the market value of such
additional Collateral, when added to the market value of the other
Collateral for such Loan, shall equal 100% of the market value of the
Loaned Securities.
8.2 In addition to any rights of Lender under Section 8.1, in the event that
at the close of trading on any Business Day the aggregate market value of
all Collateral for Loans by Lender shall be less than the Margin
Percentage of the market value of all the outstanding Loaned Securities
subject to such Loans (a "Margin Deficit"), Lender may, by notice to
Borrower, demand that Borrower transfer to Lender additional Collateral so
that the market value of such additional Collateral, when added to the
market value of all other Collateral for such Loans, shall equal or exceed
the agreed upon Margin Percentage of the market value of the Loaned
Securities. Unless otherwise agreed, such transfer is to be made no later
than the close of the next Business Day following the day of Lender's
notice to Borrower.
8.3 In the event that at the close of trading on any Business Day the market
value of all Collateral for Loans to Borrower shall be greater than the
Margin Percentage of the market value of all the outstanding Loaned
Securities subject to such Loans (a "Margin Excess"), Borrower may, by
notice to Lender, demand that Lender transfer to Borrower such amount of
the Collateral selected by Borrower so that the market value of the
Collateral for such Loans, after deduction of such amounts, shall
thereupon not exceed the Margin Percentage of the market value of the
Loaned Securities. Unless otherwise agreed, such transfer is to be made no
later than the close of the next Business Day following the day of
Borrower's notice to Lender.
8.4 Borrower and Lender may agree, with respect to one or more Loans
hereunder, to ▇▇▇▇ the values to market pursuant to Sections 8.2 and 8.3
by separately valuing the Loaned Securities lent and the Collateral given
in respect thereof on a Loan-by-Loan basis.
8.5 Borrower and Lender may agree, with respect to any or all Loans hereunder,
that the respective rights of Lender and Borrower under Sections 8.2 and
8.3 may be exercised only where a Margin Excess or Margin Deficit exceeds
a specified dollar amount or a specified percentage of the market value of
the Loaned Securities under such Loans (which amount or percentage shall
be agreed to by Borrower and Lender prior to entering into any such
Loans).
9. Representations.
Each party to this Agreement hereby makes the following representations and
warranties, which shall continue during the term of any Loan hereunder:
9.1 Each party hereto represents and warrants that (a) it has the power to
execute and deliver this Agreement, to enter into the Loans contemplated
hereby and to perform its obligations hereunder; (b) it has taken all
necessary action to authorize such execution, delivery and performance;
and (c) this Agreement constitutes a legal, valid and binding obligation
enforceable against it in accordance with its terms.
9.2 Each party hereto represents and warrants that the execution, delivery and
performance by it of this Agreement and each Loan hereunder will at all
times comply with all applicable
May 1993 Master Securities Loan Agreement 6
laws and regulations including those of applicable regulatory and
self-regulatory organizations.
9.3 Each party hereto represents and warrants that it has not relied on the
other for any tax or accounting advice concerning this Agreement and that
it has made its own determination as to the tax and accounting treatment
of any Loan and any dividends, remuneration or other funds received
hereunder.
9.4 Borrower represents and warrants that it is acting for its own account.
Lender represents and warrants that it is acting for its own account
unless it expressly specifies otherwise in writing and complies with
Section 10.3(b).
9.5 Borrower represents and warrants that (a) it has, or will have at the time
of transfer of any Collateral, the right to grant a first security
interest therein subject to the terms and conditions hereof, and (b) it
(or the person to whom it relends the Loaned Securities) is borrowing or
will borrow the Loaned Securities (except for Loaned Securities that
qualify as "exempted securities" under Regulation T of the Board of
Governors of the Federal Reserve System) for the purpose of making
delivery of such securities in the case of short sales, failure to receive
securities required to be delivered, or as otherwise permitted pursuant to
Regulation T as in effect from time to time.
9.6 Lender represents and warrants that it has, or will have at the time of
transfer of any Loaned Securities, the right to transfer the Loaned
Securities subject to the terms and conditions hereof.
10. Covenants.
10.1 Each party hereto agrees and acknowledges that (a) each Loan hereunder is
a "securities contract," as such term is defined in Section 741(7) of
Title 11 of the United States Code (the "Bankruptcy Code"), (b) each and
every transfer of funds, securities and other property under this
Agreement and each Loan hereunder is a "settlement payment" or a "margin
payment," as such terms are used in Sections 362(b)(6) and 546(e) of the
Bankruptcy Code, and (c) the rights given to Borrower and Lender hereunder
upon a Default by the other constitute the right to cause the liquidation
of a securities contract and the right to set off mutual debts and claims
in connection with a securities contract, as such terms are used in
Sections 555 and 362(b)(6) of the Bankruptcy Code. Each party hereto
further agrees and acknowledges that if a party hereto is an "insured
depository institution," as such term is defined in the Federal Deposit
Insurance Act, as amended ("FDIA"), then each Loan hereunder is a
"securities contract" and "qualified financial contract," as such terms
are defined in the FDIA and any rules, orders or policy statements
thereunder.
10.2 Borrower agrees to be liable as principal with respect to its obligations
hereunder.
10.3 Lender agrees either (a) to be liable as principal with respect to its
obligations hereunder or (b) to execute and comply fully with the
provisions of Annex I (the terms and conditions of which Annex are
incorporated herein and made a part hereof ).
10.4 Promptly upon (and in any event within seven (7) Business Days after)
demand by Lender, Borrower shall furnish Lender with Borrower's most
recent publicly-available
May 1993 Master Securities Loan Agreement 7
financial statements and any other financial statements mutually agreed
upon by Borrower and Lender. Unless otherwise agreed, if Borrower is
subject to the requirements of Rule 17a-5(c) under the Exchange Act, it
may satisfy the requirements of this Section by furnishing Lender with its
most recent statement required to be furnished to customers pursuant to
such Rule.
10.5 Except to the extent required by applicable law or regulation or as
otherwise agreed, Borrower and Lender agree that Loans hereunder shall in
no event be "exchange contracts" for purposes of the rules of any
securities exchange and that Loans hereunder shall not be governed by the
buy-in or similar rules of any such exchange, registered national
securities or other self-regulatory organization.
11. Events of Default.
All Loans hereunder may, at the option of the non-defaulting party exercised by
notice to the defaulting party (which option shall be deemed to have been
exercised, even if no notice is given, immediately upon the occurrence of an
event specified in subsection (e) below), be terminated immediately upon the
occurrence of any one or more of the following events (individually, a
"Default"):
11.1 if any Loaned Securities shall not be transferred to Lender upon
termination of the Loan as required by Section 5;
11.2 if any Collateral shall not be transferred to Borrower upon termination of
the Loan as required by Sections 3.3 and 5;
11.3 if either party shall fail to transfer Collateral as required by Section
8;
11.4 if either party (i) shall fail to transfer to the other party amounts in
respect of distributions required to be transferred by Section 7, (ii)
shall have received notice of such failure from the non-defaulting party,
and (iii) shall not have cured such default by the Cutoff Time on the next
day after such notice on which a transfer of cash may be effected in
accordance with Section 16;
11.5 if (i) either party shall commence as debtor any case or proceeding under
any bankruptcy, insolvency, reorganization, liquidation, dissolution or
similar law, or seek the appointment of a receiver, conservator, trustee,
custodian or similar official for such party or any substantial part of
its property, (ii) any such case or proceeding shall be commenced against
either party, or another shall seek such an appointment, or any
application shall be filed against either party for a protective decree
under the provisions of the Securities Investor Protection Act of 1970,
which (A) is consented to or not timely contested by such party, (B)
results in the entry of an order for relief, such an appointment, the
issuance of such a protective decree or the entry of an order having a
similar effect, or (C) is not dismissed within 15 days, (iii) either party
shall make a general assignment for the benefit of creditors, or (iv)
either party shall admit in writing its inability to pay its debts as they
become due;
11.6 if either party shall have been suspended or expelled from membership or
participation in any national securities exchange or registered national
securities association of which it is
May 1993 Master Securities Loan Agreement 8
a member or other self-regulatory organization to whose rules it is
subject or if it is suspended from dealing in securities by any federal or
state government agency thereof.
11.7 if either party shall have its license, charter, or other authorization
necessary to conduct a material portion of its business withdrawn,
suspended or revoked by any applicable federal or state government or
agency thereof;
11.8 if any representation made by either party in respect of this Agreement or
any Loan or Loans hereunder shall be incorrect or untrue in any material
respect during the term of any Loan hereunder;
11.9 if either party notifies the other, orally or in writing, of its inability
to or its intention not to perform its obligations hereunder or otherwise
disaffirms, rejects or repudiates any of its obligations hereunder; or
11.10 if either party (i) shall fail to perform any material obligation under
this Agreement not specifically set forth in clauses (a) through (i)
above, including but not limited to the payment of fees as required by
Section 4, and the payment of transfer taxes as required by Section 14,
(ii) shall have received notice of such failure from the non-defaulting
party and (iii) shall not have cured such failure by the Cutoff Time on
the next day after such notice on which a transfer of cash may be effected
under Section 16.
12. Lender's Remedies.
Upon the occurrence of a Default under Section 11 entitling Lender to terminate
all Loans hereunder, Lender shall have the right (without further notice to
Borrower), in addition to any other remedies provided herein or under applicable
law, (a) to purchase a like amount of Loaned Securities ("Replacement
Securities") in the principal market for such securities in a commercially
reasonable manner, (b) to sell any Collateral in the principal market for such
Collateral in a commercially reasonable manner and (c) to apply and set off the
Collateral and any proceeds thereof (including any amounts drawn under a letter
of credit supporting any Loan) against the payment of the purchase price for
such Replacement Securities and any amounts due to Lender under Sections 4, 7,
14 and 17. In the event Lender shall exercise such rights, Borrower's obligation
to return a like amount of the Loaned Securities shall terminate. Lender may
similarly apply the Collateral and any proceeds thereof to any other obligation
of Borrower under this Agreement, including Borrower's obligations with respect
to distributions paid to Borrower (and not forwarded to Lender) in respect of
Loaned Securities. In the event that (i) the purchase price of Replacement
Securities (plus all other amounts, if any, due to Lender hereunder) exceeds
(ii) the amount of the Collateral, Borrower shall be liable to Lender for the
amount of such excess together with interest thereon at a rate equal to (A) in
the case of purchases of Foreign Securities, LIBOR, (B) in the case of purchases
of any other securities (or other amounts, if any, due to Lender hereunder), the
Federal Funds Rate or (C) such other rate as may be specified in Schedule B, in
each case as such rate fluctuates from day to day, from the date of such
purchase until the date of payment of such excess. As security for Borrower's
obligation to pay such excess, Lender shall have, and Borrower hereby grants, a
security interest in any property of Borrower then held by or for Lender and a
right of setoff with respect to such property and any other amount payable by
Lender to Borrower. The purchase price of Replacement Securities purchased under
this Section 12 shall include, and the proceeds of any sale of Collateral shall
be determined after deduction of, broker's fees and commissions and all other
reasonable costs, fees and expenses related to such purchase or sale (as the
case may be). In the event Lender exercises its rights under this
May 1993 Master Securities Loan Agreement 9
Section 12, Lender may elect in its sole discretion, in lieu of purchasing all
or a portion of the Replacement Securities or selling all or a portion of the
Collateral, to be deemed to have made, respectively, such purchase of
Replacement Securities or sale of Collateral for an amount equal to the price
therefor on the date of such exercise obtained from a generally recognized
source or the most recent closing bid quotation from such a source. Subject to
Section 19, upon the satisfaction of all obligations hereunder, any remaining
Collateral shall be returned to Borrower.
13. Borrower's Remedies.
Upon the occurrence of a Default under Section 11 entitling Borrower to
terminate all Loans hereunder, Borrower shall have the right (without further
notice to Lender), in addition to any other remedies provided herein or under
applicable law, (a) to purchase a like amount of Collateral ("Replacement
Collateral") in the principal market for such Collateral in a commercially
reasonable manner, (b) to sell a like amount of the Loaned Securities in the
principal market for such securities in a commercially reasonable manner and (c)
to apply and set off the Loaned Securities and any proceeds thereof against (i)
the payment of the purchase price for such Replacement Collateral, (ii) Lender's
obligation to return any cash or other Collateral and (iii) any amounts due to
Borrower under Sections 4, 7 and 17. In such event, Borrower may treat the
Loaned Securities as its own and Lender's obligation to return a like amount of
the Collateral shall terminate; provided, however, that Lender shall immediately
return any letters of credit supporting any Loan upon the exercise or deemed
exercise by Borrower of its termination rights under Section 11. Borrower may
similarly apply the Loaned Securities and any proceeds thereof to any other
obligation of Lender under this Agreement, including Lender's obligations with
respect to distributions paid to Lender (and not forwarded to Borrower) in
respect of Collateral. In the event that (i) the sales price received from such
Loaned Securities is less than (ii) the purchase price of Replacement Collateral
(plus the amount of any cash or other Collateral not replaced by Borrower and
all other amounts, if any, due to Borrower hereunder), Lender shall be liable to
Borrower for the amount of any such deficiency, together with interest on such
amounts at a rate equal to (A) in the case of Collateral consisting of Foreign
Securities, LIBOR, (B) in the case of Collateral consisting of any other
securities (or other amounts due, if any, to Borrower hereunder), the Federal
Funds Rate or (C) such other rate as may be specified in Schedule B, in each
case as such rate fluctuates from day to day, from the date of such sale until
the date of payment of such deficiency. As security for Lender's obligation to
pay such deficiency, Borrower shall have, and Lender hereby grants, a security
interest in any property of Lender then held by or for Borrower and a right of
setoff with respect to such property and any other amount payable by Borrower to
Lender. The purchase price of any Replacement Collateral purchased under this
Section 13 shall include, and the proceeds of any sale of Loaned Securities
shall be determined after deduction of, broker's fees and commissions and all
other reasonable costs, fees and expenses related to such purchase or sale (as
the case may be). In the event Borrower exercises its rights under this Section
13, Borrower may elect in its sole discretion, in lieu of purchasing all or a
portion of the Replacement Collateral or selling all or a portion of the Loaned
Securities, to be deemed to have made, respectively, such purchase of
Replacement Collateral or sale of Loaned Securities for an amount equal to the
price therefor on the date of such exercise obtained from a generally recognized
source or the most recent closing bid quotation from such a source. Subject to
Section 19, upon the satisfaction of all Lender's obligations hereunder, any
remaining Loaned Securities (or remaining cash proceeds thereof) shall be
returned to Lender. Without limiting the foregoing, the parties hereto agree
that they intend the Loans hereunder to be loans of securities. If, however, any
Loan is deemed to be a loan of money by Borrower to Lender, then Borrower shall
have, and Lender shall be deemed to have granted, a security interest in the
Loaned Securities and the proceeds thereof.
May 1993 Master Securities Loan Agreement 10
14. Transfer Taxes.
All transfer taxes with respect to the transfer of the Loaned Securities by
Lender to Borrower and by Borrower to Lender upon termination of the Loan shall
be paid by Borrower.
15. Market Value.
15.1 Unless otherwise agreed, if the principal market for the securities to be
valued is a national securities exchange in the United States, their
market value shall be determined by their last sale price on such exchange
on the preceding Business Day or, if there was no sale on that day, by the
last sale price on the next preceding Business Day on which there was a
sale on such exchange, all as quoted on the Consolidated Tape or, if not
quoted on the Consolidated Tape, then as quoted by such exchange.
15.2 Except as provided in Section 15.3 or 15.4 or as otherwise agreed, if the
principal market for the securities to be valued is the over-the-counter
market, their market value shall be determined as follows. If the
securities are quoted on the National Association of Securities Dealers
Automated Quotations System ("NASDAQ"), their market value shall be the
closing sale price on NASDAQ on the preceding Business Day or, if the
securities are issues for which last sale prices are not quoted on NASDAQ,
the closing bid price on such day. If the securities to be valued are not
quoted on NASDAQ, their market value shall be the highest bid quotation as
quoted in any of The Wall Street Journal, the National Quotation Bureau
pink sheets, the Salomon Brothers quotation sheets, quotations sheets of
registered market makers and, if necessary, dealers' telephone quotations
on the preceding Business Day. In each case, if the relevant quotation did
not exist on such day, then the relevant quotation on the next preceding
Business Day in which there was such a quotation shall be the market
value.
15.3 Unless otherwise agreed, if the securities to be valued are Government
Securities, their market value shall be the average of the bid and ask
prices as quoted on Prophesy at 3:30 P.M. New York time on the Business
Day preceding the date on which such determination is made. If the
securities are not so quoted on such day, their market value shall be
determined as of the next preceding Business Day on which they were so
quoted. If the securities to be valued are Government Securities that are
not quoted on Prophesy, their market value shall be determined as of the
close of business on the preceding Business Day in accordance with market
practice for such securities.
15.4 Unless otherwise agreed, if the securities to be valued are Foreign
Securities, their market value shall be determined as of the close of
business on the preceding Business Day in accordance with market practice
in the principal market for such securities.
15.5 Unless otherwise agreed, the market value of a letter of credit shall be
the undrawn amount thereof.
15.6 All determinations of market value under Sections 15.1, 15.2, 15.3 and
15.4 shall include, where applicable, accrued interest to the extent not
already included therein (other than any interest transferred to the other
party pursuant to Section 7), unless market practice with respect to the
valuation of such securities in connection with securities loans is to the
contrary. All determinations of market value that are required to be made
at the close of trading on any Business Day pursuant to Section 8 or
otherwise hereunder shall be made as if being
May 1993 Master Securities Loan Agreement l1
determined at the commencement of trading on the next Business Day. The
determinations of market value provided for in this Section 15 shall apply
for all purposes under this Agreement, except for purposes of Sections 12
and 13.
16. Transfers.
16.1 All transfers of securities hereunder shall be by (a) physical delivery of
certificates representing such securities together with duly executed
stock and bond transfer powers, as the case may be, with signatures
guaranteed by a bank or a member firm of the New York Stock Exchange,
Inc., (b) transfer on the books of a Clearing Organization, or (c) such
other means as Borrower and Lender may agree. In every transfer of
securities hereunder, the transferor shall take all steps necessary (i) to
effect a "transfer" under Section 8-313 of the New York Uniform Commercial
Code or, where applicable, under any U.S. federal regulation governing
transfers of securities and (ii) to provide the transferee with comparable
rights under any applicable foreign law or regulation.
16.2 All transfers of cash Collateral hereunder shall be by (a) wire transfer
in immediately available, freely transferable funds or (b) such other
means as Borrower and Lender may agree. All other transfers of cash
hereunder shall be made in accordance with the preceding sentence or by
delivery of a certified or official bank check representing next-day New
York Clearing House Funds.
16.3 All transfers of a letter of credit from Borrower to Lender shall be made
by physical delivery to Lender of an irrevocable letter of credit issued
by a "bank" as defined in Section 3(a)(6)(A)-(C) of the Exchange Act.
Transfer of a letter of credit from Lender to Borrower shall be made by
causing such letter of credit to be returned or by causing the amount of
such letter of credit to be reduced to the amount required after such
transfer.
16.4 A transfer of securities, cash or letters of credit may be effected under
this Section 16 on any day except (a) a day on which the transferee is
closed for business at its address set forth in Schedule A hereto or (b) a
day on which a Clearing Organization or wire transfer system is closed, if
the facilities of such Clearing Organization or wire transfer system are
required to effect such transfer.
17. Contractual Currency.
17.1 Borrower and Lender agree that: (a) any payment in respect of a
distribution under Section 7 shall be made in the currency in which the
underlying distribution of cash was made; (b) any return of cash shall be
made in the currency in which the underlying transfer of cash was made and
(c) any other payment of cash in connection with a Loan under this
Agreement shall be in the currency agreed upon by Borrower and Lender in
connection with such Loan (the currency established under clause (a), (b)
or (c) hereinafter referred to as the "Contractual Currency").
Notwithstanding the foregoing, the payee of any such payment may, at its
option, accept tender thereof in any other currency; provided, however,
that, to the extent permitted by applicable law, the obligation of the
payor to make such payment will be discharged only to the extent of the
amount of Contractual Currency that such payee may, consistent with normal
banking procedures, purchase with such other currency (after deduction of
any premium and costs of exchange) on the banking day next succeeding its
receipt of such currency.
May 1993 Master Securities Loan Agreement 12
17.2 If for any reason the amount in the Contractual Currency received under
Section 17.1, including amounts received after conversion of any recovery
under any judgment or order expressed in a currency other than the
Contractual Currency, falls short of the amount in the Contractual
Currency due in respect of this Agreement, the party required to make the
payment will (unless a Default has occurred and such party is the
non-defaulting party) as a separate and independent obligation and to the
extent permitted by applicable law, immediately pay such additional amount
in the Contractual Currency as may be necessary to compensate for the
shortfall.
17.3 If for any reason the amount in the Contractual Currency received under
Section 17.1 exceeds the amount in the Contractual Currency due in respect
of this Agreement, then the party receiving the payment will (unless a
Default has occurred and such party is the non-defaulting party) refund
promptly the amount of such excess.
18. ERISA.
Lender shall, if any of the securities transferred to the Borrower hereunder for
any Loan have been or shall be obtained, directly or indirectly, from or using
the assets of any Plan, so notify Borrower in writing upon the execution of the
Agreement or upon initiation of such Loan under Section 1.1. If Lender so
notifies Borrower, then Borrower and Lender shall conduct the Loan in accordance
with the terms and conditions of Department of Labor Prohibited Transaction
Exemption 81-6 (46 Fed. Reg. 7527, Jan. 23, 1981; as amended, 52 Fed. Reg.
18754, May 19, 1987), or any successor thereto (unless Borrower and Lender have
agreed prior to entering into a Loan that such Loan will be conducted in
reliance on another exemption, or without relying on any exemption, from the
prohibited transaction provisions of Section 406 of the Employee Retirement
Income Security Act of 1974, as amended, and Section 4975 of the Internal
Revenue Code of 1986, as amended). Without limiting the foregoing and
notwithstanding any other provision of this Agreement, if the Loan will be
conducted in accordance with Prohibited Transaction Exemption 81-6, then:
18.1 Borrower represents and warrants to Lender that it is either (i) a bank
subject to federal or state supervision, (ii) a broker-dealer registered
under the Exchange Act or (iii) exempt from registration under Section
15(a)(1) of the Exchange Act as a dealer in Government Securities.
18.2 Borrower represents and warrants that, during the term of any Loan
hereunder, neither Borrower nor any affiliate of Borrower has any
discretionary authority or control with respect to the investment of the
assets of the Plan involved in the Loan or renders investment advice
(within the meaning of 29 C.F.R. Section 2510.3-21(c)) with respect to the
assets of the Plan involved in the Loan. Lender agrees that, prior to or
at the commencement of any Loan hereunder, it will communicate to Borrower
information regarding the Plan sufficient to identify to Borrower any
person or persons that have discretionary authority or control with
respect to the investment of the assets of the Plan involved in the Loan
or that render investment advice (as defined in the preceding sentence)
with respect to the assets of the Plan involved in the Loan. In the event
Lender fails to communicate and keep current during the term of any Loan
such information, Lender rather than Borrower shall be deemed to have made
the representation and warranty in the first sentence of this clause (b).
May 1993 Master Securities Loan Agreement 13
18.3 Borrower and Lender agree that:
(a) the term "Collateral" shall mean cash, securities issued or guaranteed
by the United States government or its agencies or instrumentalities, or
irrevocable bank letters of credit issued by a person other than
Borrower or an affiliate thereof;
(b) prior to the making of any Loans hereunder, Borrower shall provide
Lender with (A) the most recent available audited statement of
Borrower's financial condition and (B) the most recent available
unaudited statement of Borrower's financial condition (if more recent
than the most recent audited statement), and each Loan made hereunder
shall be deemed a representation by Borrower that there has been no
material adverse change in Borrower's financial condition subsequent to
the date of the latest financial statements or information furnished in
accordance herewith;
(c) the Loan may be terminated by Lender at any time, whereupon Borrower
shall deliver the Loaned Securities to Lender within the lesser of (A)
the customary delivery period for such securities; (B) five Business
Days and (C) the time negotiated for such delivery between Borrower and
Lender; provided, however, that Borrower and Lender may agree to a
longer period only if permitted by Prohibited Transaction Exemption
81-6; and
(d) the Collateral transferred shall be security only for obligations of
Borrower to the Plan with respect to Loans, and shall not be security
for any obligation of Borrower to any agent or affiliate of the Plan.
19. Single Agreement.
Borrower and Lender acknowledge that, and have entered into this Agreement in
reliance on the fact that, all Loans hereunder constitute a single business and
contractual relationship and have been entered into in consideration of each
other. Accordingly, Borrower and Lender hereby agree that payments, deliveries
and other transfers made by either of them in respect of any Loan shall be
deemed to have been made in consideration of payments, deliveries and other
transfers in respect of any other Loan hereunder, and the obligations to make
any such payments, deliveries and other transfers may be applied against each
other and netted. In addition, Borrower and Lender acknowledge that, and have
entered into this Agreement in reliance on the fact that, all Loans hereunder
have been entered into in consideration of each other. Accordingly, Borrower and
Lender hereby agree that (a) each shall perform all of its obligations in
respect of each Loan hereunder, and that a default in the performance of any
such obligation by Borrower or by Lender (the "Defaulting Party") in any Loan
hereunder shall constitute a default by the Defaulting Party under all such
Loans hereunder, and (b) the non-defaulting party shall be entitled to set off
claims and apply property held by it in respect of any Loan hereunder against
obligations owing to it in respect of any other Loan with the Defaulting Party.
20. APPLICABLE LAW.
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.
May 1993 Master Securities Loan Agreement 14
21. Waiver.
The failure of a party to this Agreement to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. All waivers in respect of a
Default must be in writing.
22. Remedies.
All remedies hereunder and all obligations with respect to any Loan shall
survive the termination of the relevant Loan, return of Loaned Securities or
Collateral and termination of this Agreement.
23. Notices and Other Communications.
Unless another address is specified in writing by the respective party to whom
any notice or other communication is to be given hereunder, all such notices or
communications shall be in writing or confirmed in writing and delivered at the
respective addresses set forth in Schedule A attached hereto. All notices shall
be effective upon actual receipt, provided, however, that if any notice shall be
received by a party on a day on which such party is not open for business at its
office located at the address set forth in Schedule A, such notice shall be
deemed to have been received by such party at the opening of business on the
next day on which such party is open for business at such address.
24. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.
24.1 EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE
COURT SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY SUCH
COURT, SOLELY FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT TO
ENFORCE ITS OBLIGATIONS HEREUNDER OR RELATING IN ANY WAY TO THIS AGREEMENT
OR ANY LOAN HEREUNDER AND (B) WAIVES, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO, ANY DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND ANY RIGHT OF
JURISDICTION ON ACCOUNT OF ITS PLACE OF RESIDENCE OR DOMICILE.
24.2 EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
25. Miscellaneous.
This Agreement supersedes any other agreement between the parties hereto
concerning loans of securities between Borrower and Lender. This Agreement shall
not be assigned by either party without the prior written consent of the other
party and any attempted assignment without such consent shall be null and void.
Subject to the foregoing, this Agreement shall be binding upon and shall ensure
to the benefit of Borrower and Lender and their respective heirs,
representatives, successors and assigns. This Agreement may be terminated by
either party upon written notice to the other, subject only to fulfillment of
any obligations then outstanding. This
May 1993 Master Securities Loan Agreement 15
Agreement shall not be modified, except by an instrument in writing signed by
the party against whom enforcement is sought. The parties hereto acknowledge and
agree that, in connection with this Agreement and each Loan hereunder, time is
of the essence. Each provision and agreement herein shall be treated as separate
and independent from any other provision herein and shall be enforceable
notwithstanding the unenforceability of any such other provision or agreement.
26. Definitions.
For the purposes hereof:
26.1 "Broker-Dealer" shall mean any person that is a broker (including a
municipal securities broker), dealer, municipal securities dealer,
government securities broker or government securities dealer as defined in
the Exchange Act, regardless of whether the activities of such person are
conducted in the United States or otherwise require such person to
register with the Securities and Exchange Commission or other regulatory
body.
26.2 "Business Day" shall mean, with respect to any Loan hereunder, a day on
which regular trading occurs in the principal market for the Loaned
Securities subject to such Loan, provided, however, that for purposes of
Section 15, such term shall mean a day on which regular trading occurs in
the principal market for the securities whose value is being determined.
Notwithstanding the foregoing, (i) for purposes of Section 8, "Business
Day" shall mean any day on which regular trading occurs in the principal
market for any Loaned Securities or for any securities Collateral under
any outstanding Loan hereunder and "next Business Day" shall mean the next
day on which a transfer of Collateral may be effected in accordance with
Section 16; and (ii) in no event shall a Saturday or Sunday be considered
a Business Day.
26.3 "Clearing Organization" shall mean The Depository Trust Company, or, if
agreed to by Borrower and Lender, such other clearing agency at which
Borrower (or Borrower's agent) and Lender (or Lender's agent) maintain
accounts, or a book-entry system maintained by a Federal Reserve Bank.
26.4 "Collateral" shall mean, whether now owned or hereafter acquired and to
the extent permitted by applicable law, (a) any property which Borrower
and Lender agree shall be acceptable collateral prior to the Loan and
which is transferred to Lender pursuant to Section 3 or 8 (including as
collateral, for definitional purposes, any letters of credit mutually
acceptable to Lender and Borrower), (b) any property substituted therefor
pursuant to Section 3.5, (c) all accounts in which such property is
deposited and all securities and the like in which any cash collateral is
invested or reinvested, and (d) any proceeds of any of the foregoing. For
purposes of return of Collateral by Lender or purchase or sale of
securities pursuant to Section 12 or 13, such term shall include
securities of the same issuer, class and quantity as the Collateral
initially transferred by Borrower to Lender.
26.5 "Customer" shall mean any person that is a customer of Borrower under Rule
15c3-3 under the Exchange Act or any comparable regulation of the
Secretary of the Treasury under Section 15C of the Exchange Act (to the
extent that Borrower is subject to such Rule or comparable regulation).
May 1993 Master Securities Loan Agreement 16
26.6 "Cutoff Time" shall mean a time on a Business Day by which a transfer of
cash, securities or other property must be made by Borrower or Lender to
the other, as shall be agreed by Borrower and Lender in Schedule B or
otherwise orally or in writing or, in the absence of any such agreement,
as shall be determined in accordance with market practice.
26.7 "Default" shall have the meaning assigned in Section 11.
26.8 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
26.9 "Federal Funds Rate" shall mean the rate of interest (expressed as an
annual rate), as published in Federal Reserve Statistical Release
H.15(519) or any publication substituted therefor, charged for federal
funds (dollars in immediately available funds borrowed by banks on an
overnight unsecured basis) on that day or, if that day is not a banking
day in New York City, on the next preceding banking day.
26.10 "Foreign Securities" shall mean, unless otherwise agreed, securities that
are principally cleared and settled outside the United States.
26.11 "Government Securities" shall mean government securities as defined in
Section 3(a)(42)(A)-(C) of the Exchange Act.
26.12 "LIBOR" shall mean for any date, the offered rate for deposits in U.S.
dollars for a period of three months which appears on the Reuters Screen
LIBO page as of 11:00 A.M., London time, on such date (or, if at least two
such rates appear, the arithmetic mean of such rates).
26.13 "Loan" shall mean a loan of securities hereunder.
26.14 "Loaned Security" shall mean any security which is a security as defined
in the Exchange Act, transferred in a Loan hereunder until such security
(or an identical security) is transferred back to Lender hereunder, except
that, if any new or different security shall be exchanged for any Loaned
Security by recapitalization, merger, consolidation or other corporate
action, such new or different security shall, effective upon such
exchange, be deemed to become a Loaned Security in substitution for the
former Loaned Security for which such exchange is made. For purposes of
return of Loaned Securities by Borrower or purchase or sale of securities
pursuant to Section 12 or 13, such term shall include securities of the
same issuer, class and quantity as the Loaned Securities, as adjusted
pursuant to the preceding sentence.
(26.15) "Plan" shall mean (a) any "employee benefit plan" as defined in Section
3(3) of the Employee Retirement Income Security Act of 1974 which is subject to
Part 4 of Subtitle B of Title I of such Act; (b) any "plan" as defined in
Section 4975(e)(1) of the Internal Revenue Code of 1986; or (c) any entity the
assets of which are deemed to be assets of any such "employee benefit plan" or
"plan" by reason of the Department of Labor's plan asset regulation, 29 C.F.R.
Section 2510.3-101.
May 1993 Master Securities Loan Agreement 17
By:
-----------------------------
Title:
-------------------------------
Date:
-------------------------------
By:
-----------------------------
Title:
-------------------------------
Date:
-------------------------------
May 1993 Master Securities Loan Agreement 19
Schedule A
Names and Addresses for Communications.
May 1993 Master Securities Loan Agreement A2-1
Schedule B
----------
Defined Terms and Supplemental Provisions
-----------------------------------------
The following terms and conditions (the "Supplemental Terms") supplement and are
a part of the terms and conditions of the Master Securities Loan Agreement (the
"Agreement") between each Lender and Borrower. Execution of this Schedule B by
the parties hereto shall constitute execution and agreement to be bound by the
Agreement, provided, however, that in the event of a conflict between the
Agreement and the provisions of these Supplemental Terms, the provisions of
these Supplemental Terms shall govern. Capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Agreement.
Capitalized terms used in the Agreement whose definitions are modified in these
Supplemental Terms shall, for all purposes of the Agreement, be deemed to have
such modified definitions.
Section 3 Collateral
Section 3.1 is deleted and restated as follows:
"Borrower shall, prior to or concurrently with the transfer of the Loaned
Securities to Borrower, but in no case later than the close of business on the
day of such transfer, transfer to Lender Collateral with a market value at least
equal to the Margin Percentage of the market value of the Loaned Securities. The
Margin Percentage shall equal at least the percentage applicable to the
particular type of Loaned Securities specified in Annex I hereto ("Margin
Percentage")."
Section 3.2 is deleted and restated as follows:
"The Collateral transferred by Borrower to Lender, as adjusted pursuant to
Section 8, shall be security for Borrower's obligations in respect of such Loan
and for all other obligations of Borrower to Lender under this Agreement.
Borrower hereby pledges with, assigns to, and grants Lender a continuing first
security interest in, and a lien upon, the Collateral, which shall attach upon
the transfer of the Collateral by Borrower to Lender and which shall cease upon
the transfer of the Loaned Securities by Borrower to Lender. The Lender's rights
against the Collateral as provided in this Agreement shall be absolute and
subject to no counterclaim, offset, deduction or defense in favor of the
Borrower. In addition to the rights and remedies given to Lender hereunder,
Lender shall have all the rights and remedies of a secured party under the New
York Uniform Commercial Code. It is understood that Lender may use, invest or
reinvest the Collateral consisting of cash at its own risk, and may commingle
such Collateral, and the Collateral so converted by such investment, with its
general assets, without any obligation to segregate the Collateral or any
investment thereof. Lender may pledge, repledge, hypothecate, rehypothecate,
lend, relend, sell or otherwise transfer the Collateral, or re-register
Collateral if such consists of other than cash in any name other than
Borrower's. During the term of any Loan, Lender shall, without prejudice to
Borrower's rights, have all incidents of ownership with respect to the
Collateral, including the right to transfer such Collateral to
others. Segregation of Collateral may be accomplished by appropriate
identification on the books and records of Lender's Custodian if it is a
"securities intermediary" or a "clearing corporation" within the meaning of the
New York Uniform Commercial Code."
Section 3 is modified by adding the following language after Section 3.6:
"3.7 Subject to Section 4 of this Agreement, all interest, income and
distributions received by Lender as a result of investing and reinvesting the
Collateral and all net gains realized upon the sale, retirement or other
disposition of such investment shall be the exclusive property of the Lender
which the Lender shall be entitled to retain and appropriate to its sole use and
ownership. Lender acknowledges that any investment or reinvestment of Collateral
is at its own risk and shall not affect its obligations to Borrower."
Section 16 Transfers
The parties agree that all transfers required under this Agreement to Lender
will be made to Lender's Custodian.
Section 16 is modified by adding the following language after Section 16.4:
"16.5 For the avoidance of doubt, the parties agree and acknowledge that the
term "securities," as used herein (except in this Section 16), shall include any
"security entitlements" with respect to such securities (within the meaning of
the UCC). In every transfer of "financial assets" (within the meaning of the
UCC) hereunder, the transferor shall take all steps necessary (a) to effect
delivery to the transferee under section 8-301 of the UCC, or to cause the
creation of a security entitlement in favor of the transferee under Section
8-501 of the UCC, (b) to enable the transferee to obtain "control" (within the
meaning of Section 8-106 of the UCC), and (c) to provide the transferee with
comparable rights under any applicable foreign law or regulation."
Section 26 Definitions
Section 26 is hereby amended by adding the following definition in the
appropriate alphabetical order:
""Custodian" shall mean the custodian designated by Lender at the initiation of
the Loan, or any successor custodian or subcustodian of Lender's assets
specified by notice from Lender to Borrower."
Section 26.4 is deleted and restated as follows:
""Collateral" shall mean, whether now owned or hereafter acquired,
(a) all cash in a currency acceptable to Lender which is delivered to Lender
pursuant to Sections 3 or 8,
(b) any property in which such cash is invested or reinvested excluding the
income or distributions thereon or gains derived from Lender's use or
investment of such cash, all of which shall be the property of Lender,
(c) any securities issued or guaranteed by the United States government or
issued by agencies or instrumentalities thereof which may not be
guaranteed by the United States government or by a foreign sovereign
acceptable to Lender which are delivered to Lender pursuant to Sections 3
or 8, including the interest or distributions thereon or other income
therefrom and
(d) any property substituted therefor pursuant to Section 3.5,
(e) all accounts in which such property is deposited and all securities and
the like in which any cash collateral is invested or reinvested (but not
the income or distributions thereon or realized gains derived from a
Lender's use or investment of such collateral, all of which shall be the
property of the Lender).
For purposes of return of Collateral by Lender or purchase or sale of securities
pursuant to Section 12 or 13, such term shall include securities of the same
issuer, class and quantity as the Collateral initially transferred by Borrower
to Lender."
Section 26.14 of the Agreement is amended by adding the following language after
the term "Exchange Act," in the first sentence thereof: "provided however, that
the entire last phrase of the definition of security under the Exchange Act,
beginning with the words "but shall not include currency or any note," and
concluding with the words "maturity of which is likewise limited." shall be
deleted from the definition of Loaned Security under this Agreement."
Section 5 Termination of the Loan
Section 5 is amended by adding the following language "later than 5 business
days and no" after the word "no" in the second sentence thereof.
Section 9 Representations
Borrower additionally represents and warrants to Lender as follows:
The Borrower is duly organized and validly existing in good standing under the
laws of the jurisdiction in which it was organized and as of the date of any
request for a Loan, Borrower is in compliance with Rule 15c3-1 of the SEC under
the Exchange Act.
The Borrower has, and will have at the time of delivery of any Collateral, the
right to grant a security interest in and first lien upon such Collateral,
subject to the terms and conditions hereof; Borrower is borrowing or will borrow
the Loaned Securities for the purpose of making delivery of such securities in
the case of short sales or for its failure to receive securities required to be
delivered to it or as otherwise permitted pursuant to Regulation T, promulgated
by the Board of Governors of the Federal Reserve; and any
Collateral delivered by Borrower to Lender will be delivered free from any lien,
charge or other encumbrances and, in connection with each Loan.
The Borrower represents and warrants the Lender shall have a first priority
perfected security interest in and to all Collateral delivered hereunder.
The Agreement is hereby amended by adding the following sections after Section
26 of the Agreement:
"27. Indemnification. Borrower agrees to indemnify and hold harmless the Lender
(including the sponsor and fiduciaries of any Lender which is a Plan) from any
and all reasonably foreseeable damages, losses, liabilities, costs and expenses
(including reasonable attorneys' fees and disbursements, transfer taxes and
stamp duties) excluding, any indirect or consequential damages, which such
Lender may incur arising out of the use of the Loaned Securities by Borrower or
any failure of the Borrower to deliver Loaned Securities in accordance herewith
or any failure by Borrower to otherwise comply with the terms of this Agreement
except such as may be caused by the negligence or willful misconduct of the
Lender.
28. Severability. If any provision of this Agreement is prohibited by or is
unlawful or unenforceable under any applicable law of any jurisdiction, such
provision shall, as to such jurisdiction, be ineffective to the extent of such
prohibition without invalidating the remaining provisions hereof, unless the
elimination of such provision substantially impairs either party's rights or
benefits arising under this Agreement; provided, however, that any such
prohibition in any jurisdiction shall not invalidate such provision in any other
jurisdiction.
29. Separate Agreement. Execution of the Agreement by more than one Lender shall
not create any contractual or other obligation between or among such Lenders and
the Agreement shall constitute a separate agreement between Borrower and each
Lender. Every reference to Lender shall be construed to be a reference solely to
the particular Lender that is a party to the relevant Loan. Each of the parties
agrees that under no circumstances shall any rights, obligations, remedies or
liabilities of a particular Lender, or with respect to Loans to which a
particular Lender is a party, be deemed to constitute rights, obligations,
remedies or liabilities applicable to any other Lender or to Loans to which
other Lenders are parties, and Borrower shall have no right to set off claims of
any Lender against property or liabilities of any other Lender. All Loans are
entered into in reliance on the fact that this Agreement constitutes a separate
agreement between Borrower and each Lender.
30. Additional Parties. Borrower agrees that additional entities may be added as
Lender to this Agreement from time to time upon written notice to Borrower, by
delivering a revised Schedule C to Borrower. Borrower shall review Schedule C
and indicate which Lenders are acceptable.
31. Business Trust. With respect to a Lender which is a business trust, Borrower
acknowledges and agrees that this Agreement is executed by such Lender on behalf
of the trustees of such Lender as trustees and not individually; and no trustee,
shareholder, officer, employee or agent of such business trust shall be held to
any personal liability, nor shall resort be had to their property for the
satisfaction of Lender's obligations under this Agreement, and such obligations
are binding only upon the assets and property of such Lender.
32. Series Funds. The parties acknowledge that Lender may be an entity, such as
an investment company, whose assets may be allocated to two or more series. In
such case, Borrower agrees to seek satisfaction of all obligations of such a
Lender hereunder solely out of the assets of the series on whose behalf the
Loan(s) giving rise to the obligations was entered into. If Lender establishes
two or more series, Lender shall so indicate on Schedule C or otherwise give
notice thereof and identify such series, and from such time the liability of
such series shall be limited as set forth above, as though and to the same
extent as if such series was a separate and distinct Lender hereunder."
IN WITNESS WHEREOF, the parties have executed this Schedule B by their duly
authorized officers as of the date hereof.
[ Counterparty Name ]
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
Severally and not jointly, each Registered U.S. Investment Company (or series
thereof) identified on Schedule C of the Agreement.
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
ANNEX I
--------------------------------------------------------------------
Type of Loaned Security Margin Percentage
--------------------------------------------------------------------
Foreign equity and corporate 105%
securities
--------------------------------------------------------------------
United States equity and corporate 102%
securities
--------------------------------------------------------------------
United States government and agency 102%
securities
--------------------------------------------------------------------
Foreign government and agency 102%
securities
--------------------------------------------------------------------
ANNEX II LENDER ACTING AS AGENT
-------------------------------
This Annex II sets forth the terms and conditions under which [ ] (the "Agent"),
acting as agent, and not in its individual capacity, for the Principals may,
from time to time, lend to Borrower certain securities against a pledge of
Collateral.
Unless otherwise defined, capitalized terms used in this Annex II shall have the
meanings assigned in, and unless otherwise specified all section references
herein are intended to refer to sections of, the Agreement.
The parties agree to amend the Agreement as set forth below:
1. Additional Representations and Warranties Each Principal represents and
warrants that it has duly authorized Agent, as agent, to take action in
Principal's name to the extent necessary or desirable to fulfill the
purposes of the Agreement, including, without limitation, (i) to enter
into Loans on its behalf, (ii) to provide instructions, (iii) to receive
notices and other communications, (iv) to execute and deliver such
contracts and other documents on its behalf, as may be necessary or
desirable in Agent's judgment to carry out the purposes of the Agreement,
and (v) to act in its name to enforce its rights and remedies under the
Agreement and such contracts or documents.
2. (a) Disclosure of Principals Borrower agrees and acknowledges that the
identity of each Principal on whose behalf Agent is authorized to act as
agent has been fully disclosed to Borrower in Schedule C of the Agreement.
Borrower agrees that a Principal may be added to the Agreement from time
to time by the delivery by Agent to Borrower of a revised Schedule C prior
to any Loan with the additional Principal. Borrower agrees that a
Principal may be deleted from the Agreement from time to time by the
delivery by Agent to Borrower of a revised Schedule C, provided that there
are no Loans outstanding at such time with respect to a deleted Principal.
Borrower agrees that upon receipt of the revised Schedule C, the
Principals will be deemed to be fully disclosed to Borrower. Borrower and
Agent agree that Agent shall disclose the identity of a Principal acting
as the Lender with respect to a specific Loan only upon Borrower's request
or upon the occurrence of a Default.
(b) Agent Lending Disclosure Initiative
Prior to initiating any Loan under the Securities Loan Agreement on behalf
of a Principal, Lender will (i) provide, or cause such Principal to
provide, to Borrower the name and tax or other industry-standard
identification number of the Principal (the "Identifying Information"),
and (ii) provide, or request such Principal to provide, to Borrower such
other information (the "Additional Information" and together with the
Identifying Information, the "Account Information") as Borrower may
reasonably request in connection with the approval of such Principal as a
lender under the Securities Loan Agreement. To the extent applicable, such
Account Information will be requested and provided in the format generally
used in the securities lending industry or as otherwise agreed by Lender
and Borrower (the "Agreed Format").
Lender will not initiate any Loan on behalf of any Principal unless
Borrower has notified Lender in the Agreed Format that Borrower has
approved such Principal and has not notified Lender in the Agreed Format
that it has withdrawn such approval.
Before the close of business on the next Business Day after the date on
which Loaned Securities are transferred to Borrower in respect of any
Loan, Lender will provide Borrower with notice in the Agreed Format of the
specific Principal or Principals for which it is acting in connection with
such Loan and the portion of such Loan that is allocable to each such
Principal.
Borrower acknowledges and agrees that Lender will be obtaining the Account
Information from the Principals, that Lender makes no representations or
warranties as to, and is not responsible for, the accuracy or completeness
of any Account Information, and that Borrower is not relying on Lender to
have performed any review of the Account Information to assure the
creditworthiness of any Account.
3. Limitation of Agent's Liability The parties expressly acknowledge that
Agent's obligations under the Agreement shall not include a guarantee of
performance by its Principal or Principals and Borrower's remedies shall
not include a right of setoff against obligations, if any, of Agent
arising in other transactions in which Agent is acting as principal.
4. Multiple Principals Borrower and Agent agree to treat Loans under the
Agreement as transactions on behalf of separate Principals. Agent will
provide Borrower with notice specifying the portion of each Loan allocable
to the account of each of the Principals for which it is acting, upon
request by Borrower or upon the occurrence of a Default. The parties agree
that the portion of any individual Loan allocable to each Principal shall
be deemed a separate Loan under the Agreement and subject to Section 7 of
this Annex II, Borrower's and Lender's remedies under the Agreement upon
the occurrence of a Default shall be determined as if Agent had entered
into a separate Agreement with Borrower on behalf of each of its
Principals.
5. Series Funds It is hereby agreed that with respect to each Lender that is
an entity that allocates assets to two or more series, each such series
shall be deemed to be a separate Principal for purposes of this Agreement
and Borrower agrees to seek satisfaction of all obligations of such a
Principal solely out of the assets of the series on whose behalf the
Loan(s) giving rise to the obligations were entered into. Agent shall
identify each series on Schedule C and the liability of such series shall
be limited as provided herein, as though and to the same extent as if such
series was a separate and distinct Principal hereunder.
6. Obligations by Principals Each and every obligation, liability or
undertaking of a Principal with respect to any Loan shall be solely an
obligation, liability or undertaking of, and binding upon, the Principal
for which such Loan is made ("Lending Principal") and shall be payable
solely from the available assets of such Lending Principal. No such
obligation, liability or undertaking shall be binding upon or affect any
other Principal. Neither [ ] (in its individual capacity), any affiliate
thereof, nor any Principal other than such Lending Principal shall have
any liability to Borrower whatsoever in respect of any Loan, it being
understood and agreed that Borrower shall have recourse solely to the
Lending Principal in the event of the occurrence of a Default.
7. Default by Borrower Notwithstanding any other provision in this Agreement
to the contrary (including without limitation Section 4 of this Annex II),
upon the occurrence of a Default with respect to Borrower under Section 11
of the Agreement entitling Lender to terminate all Loans hereunder, Agent
shall have the right to terminate any and all Loans between Borrower and
each Principal listed on Schedule C. Agent shall have the further right,
in addition to any other remedies provided in the Agreement or under
applicable law, to take the actions specified in Section 12 of the
Agreement with respect to each Loan between Borrower and each Principal.
8. Allocation of Transferred Collateral Borrower authorizes Agent to allocate
in its sole discretion the Collateral transferred by Borrower hereunder to
each Principal. All such allocations of Collateral shall be marked in
Principal's books, which shall be conclusive evidence of such allocation.
Agent's allocation of Collateral shall in no way limit or affect any
Principal's security interest or rights in the Collateral under the
Agreement.
9. Interpretation of Terms All references to "Lender" in the Agreement shall,
subject to the provisions of this Annex II (including among other
provisions the limitations on Agent's liability in Section 3 of this Annex
II), be construed to reflect that (i) each Principal shall have, in
connection with any Loan or Loans entered into by Agent on its behalf, the
rights, responsibilities, privileges and obligations of a "Lender"
directly entering into such Loan or Loans with Borrower under the
Agreement, and (ii) Agent's Principal or Principals have designated Agent
as their sole agent for performance of Lender's obligations to Borrower
and for receipt of performance by Borrower of its obligations to Lender in
connection with any Loan or Loans under the Agreement (including, among
other things, as agent for each Principal in connection with transfers of
securities, cash or other property and as agent for giving and receiving
all notices under the Agreement).
10. Notices All notices and other communications made pursuant to Section 23
of the Agreement from Borrower to any Principal shall be delivered to the
Agent at the address set forth below. Either party may by notice to the
other designate a different address or fax number. Borrower shall be
entitled to act on any instruction reasonably believed to be from an
authorized representative of Agent.
To Agent: BlackRock Investment Management LLC
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:
Telephone: (609)282-
Facsimile: (609)282-
E-Mail:
11. Miscellaneous This Annex II shall be effective as of the date hereof. The
Agreement shall continue in full force and effect as amended from time to
time, including by this Annex II, and all references to the Agreement
shall be construed as a reference to the Agreement as so amended. This
Annex II may be executed in any number of
counterparts by the parties hereto on separate counterparts, each of which
when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. Each of the parties
hereto represents and warrants that (a) it has full power and authority to
execute and deliver this Annex II and to enter into any Loan contemplated
by the Agreement and to perform its obligations thereunder, as amended or
supplemented herein; (b) it has taken all necessary action to authorize
such execution, delivery and performance; and (c) this Annex II
constitutes a legal, valid and binding obligation, enforceable against it
in accordance with its terms and the terms of the Agreement. This Annex II
shall be governed and construed in accordance with the laws of the State
of New York without giving effect to the conflict of law principles
thereof.
IN WITNESS WHEREOF, the parties have executed this Annex II by their duly
authorized officers as of the date hereof.
[Counterparty Name] Severally and not jointly, each Registered
U.S. Investment Company (or each series
thereof) identified on Schedule C of the
Agreement.
By: By:
----------------------- -----------------------
Name: Name:
--------------------- ---------------------
Title: Title: President of each Registered U.S.
-------------------- Investment Company (or each series
thereof) identified on Schedule C
of the Agreement.
SCHEDULE4
---------
PERMITTED INVESTMENTS FOR CASH COLLATERAL
The Lending Agent may invest Cash Collateral on behalf of any Client in any
registered or unregistered money market fund, whether or not advised by the
Investment Advisor or any affiliate thereof, to the extent permitted by
applicable law.
SCHEDULE 5
LIST OF APPROVED PERSONS
For the Client: For the Lending Agent:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Minors
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
SCHEDULE 6
----------
FEES
For each cash collateralized loan effected hereunder, 20% of the difference
between (i) the income earned on the investment of Cash Collateral held with
respect to such loan and (ii) the Cash Collateral Fee (as defined in the
applicable SLA) paid to the Approved Borrower in respect of such loan.
For each non-cash collateralized loan effected hereunder, 20% of the Loan Fee
(as defined in the applicable SLA) paid by the Approved Borrower with respect to
such loan.
SCHEDULE 7
---------
NOTICES
If to the Client:
Address:
Attn:
Telephone:
Facsimile:
If to the Lending Agent:
Address:
Attn:
Telephone:
Facsimile:
SCHEDULE 1 DATED OCTOBER 25, 2007
TO THE SECURITIES LENDING AGENCY DATED JUNE 1, 2007
--------------------------------------------------
Fund Domicile Ticker Tax ID
---- -------- ------ ------
BlackRock Corporate High Yield Fund, Inc. MD ▇▇▇ ▇▇-▇▇▇▇▇▇▇
BlackRock Corporate High Yield Fund III, Inc. MD CYE ▇▇-▇▇▇▇▇▇▇
BlackRock Corporate High Yield Fund V, Inc. MD HYV ▇▇-▇▇▇▇▇▇▇
BlackRock Debt Strategies Fund, Inc. MD DSU ▇▇-▇▇▇▇▇▇▇
BlackRock Financial Institutions Series Trust DE N/A N/A
BlackRock Summit Cash Reserves DE L-SCR ▇▇-▇▇▇▇▇▇▇
Global Financial Services Master LLC DE MF_GFS ▇▇-▇▇▇▇▇▇▇
BlackRock Master LLC DE N/A N/A
BlackRock Master Small Cap Growth Portfolio DE MF_SCG ▇▇-▇▇▇▇▇▇▇
BlackRock Master International Portfolio DE E_EAFEP ▇▇-▇▇▇▇▇▇▇
Master Basic Value LLC DE MF_BV ▇▇-▇▇▇▇▇▇▇
Master Focus Twenty LLC DE MF_FTW ▇▇-▇▇▇▇▇▇▇
Master Large Cap Series LLC DE N/A N/A
Master Large Cap Growth Portfolio DE MF_LCG ▇▇-▇▇▇▇▇▇▇
Master Large Cap Value Portfolio DE MF_LCV ▇▇-▇▇▇▇▇▇▇
Master Large Cap Core Portfolio DE MF_LCC ▇▇-▇▇▇▇▇▇▇
Master Senior Floating Rate LLC DE MF-SFR ▇▇-▇▇▇▇▇▇▇
Master Value Opportunities LLC DE MF_VO ▇▇-▇▇▇▇▇▇▇
BlackRock Balanced Capital Fund, Inc. MD BR_BCM ▇▇-▇▇▇▇▇▇▇
BlackRock Bond Fund, Inc. MD N/A N/A
BlackRock High Income Fund MD BR-HIINC ▇▇-▇▇▇▇▇▇▇
BlackRock Developing Capital Markets Fund, Inc. MD E_DCM ▇▇-▇▇▇▇▇▇▇
BlackRock Equity Dividend Fund MA BR_EDF ▇▇-▇▇▇▇▇▇▇
BlackRock EuroFund MD E_MLEUF ▇▇-▇▇▇▇▇▇▇
BlackRock Focus Value Fund, Inc. MD BR_FVAL ▇▇-▇▇▇▇▇▇▇
BlackRock Fundamental Growth Fund, Inc. MD BR_FGRW ▇▇-▇▇▇▇▇▇▇
BlackRock Global Allocation Fund, Inc. MD BR_GAF ▇▇-▇▇▇▇▇▇▇
BlackRock Global Growth Fund, Inc. MD BR_GG ▇▇-▇▇▇▇▇▇▇
BlackRock Global SmallCap Fund, Inc. MD BR_GSCAP ▇▇-▇▇▇▇▇▇▇
BlackRock Global Technology Fund, Inc. MD BR_GTEC ▇▇-▇▇▇▇▇▇▇
BlackRock Global Value Fund, Inc. MD BR_GV ▇▇-▇▇▇▇▇▇▇
BlackRock Healthcare Fund, Inc. MD BR_HC-AGG ▇▇-▇▇▇▇▇▇▇
BlackRock Latin America Fund, Inc. MD BR_LAT ▇▇-▇▇▇▇▇▇▇
BlackRock Natural Resources Trust MA BR_NRT ▇▇-▇▇▇▇▇▇▇
BlackRock Pacific Fund, Inc. MD BR_PAC ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Ready Assets Trust MA L-RAT ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Retirement Series Trust MA N/A N/A
▇▇▇▇▇▇▇ ▇▇▇▇▇ Retirement Reserves Money Fund MA L-RR ▇▇-▇▇▇▇▇▇▇
SCHEDULE 1 DATED OCTOBER 25, 2007
TO THE SECURITIES LENDING AGENCY DATED JUNE 1, 2007
BlackRock Series Fund, Inc. MD N/A N/A
B1ackRock Balanced Capital Portfolio MD BVA_BCS-AG ▇▇-▇▇▇▇▇▇▇
B1ackRock Bond Portfolio MD BVA-TR ▇▇-▇▇▇▇▇▇▇
BlackRock Fundamental Growth Portfolio MD BVA_FG ▇▇-▇▇▇▇▇▇▇
BlackRock Global Allocation Portfolio MD BVA_GA ▇▇-▇▇▇▇▇▇▇
BlackRock High Income Portfolio MD BVA-HI ▇▇-▇▇▇▇▇▇▇
B1ackRock Government Income Portfolio MD BVA-GI ▇▇-▇▇▇▇▇▇▇
B1ackRock Large Cap Core Portfolio MD BR_LCC ▇▇-▇▇▇▇▇▇▇
BlackRock Money Market Portfolio MD BR-MM ▇▇-▇▇▇▇▇▇▇
B1ackRock Mid Cap Value Opportunities Portfolio MD BVA_MCV ▇▇-▇▇▇▇▇▇▇
BlackRock Utilities & Telecommunications Fund, Inc. MD BR_UT ▇▇-▇▇▇▇▇▇▇
BlackRock Variable Series Funds, Inc. MD N/A N/A
BlackRock Balanced Capital V.I. Fund MD BVA_BVI-AG ▇▇-▇▇▇▇▇▇▇
BlackRock Basic Value V.I. Fund MD BVA_BV ▇▇-▇▇▇▇▇▇▇
BlackRock Bond V.I. Fund MD BVA-BF ▇▇-▇▇▇▇▇▇▇
BlackRock Money Market V.I. Fund MD BVA-L-MM ▇▇-▇▇▇▇▇▇▇
BlackRock Fundamental Growth V.I. Fund MD BVA_FGVI ▇▇-▇▇▇▇▇▇▇
BlackRock Global Growth V.I. Fund MD BVA_GGVI ▇▇-▇▇▇▇▇▇▇
B1ackRock Global Allocation V.I. Fund MD BVA_GAVI ▇▇-▇▇▇▇▇▇▇
BlackRock Government Income V.I. Fund MD BVA-VIG ▇▇-▇▇▇▇▇▇▇
B1ackRock High Income V.I. Fund MD BVA-HY ▇▇-▇▇▇▇▇▇▇
BlackRock S&P 500 V.I. Fund No BVA_SNP ▇▇-▇▇▇▇▇▇▇
BlackRock International Value V.I. Fund MD E_IV_AG ▇▇-▇▇▇▇▇▇▇
BlackRock Large Cap Core V.I. Fund MD BVA_LCVI ▇▇-▇▇▇▇▇▇▇
BlackRock Large Cap Growth V.I. Fund MD BVA_LGVI ▇▇-▇▇▇▇▇▇▇
BlackRock Large Cap Value V.I. Fund MD BVA_LVVI ▇▇-▇▇▇▇▇▇▇
BlackRock Utilities and Telecommunications V.I. Fund MD BVA_UTVI ▇▇-▇▇▇▇▇▇▇
BlackRock Value Opportunities V.I. Fund MD BVA_VO ▇▇-▇▇▇▇▇▇▇
BlackRock World Income Fund, Inc. MD BR-WI ▇▇-▇▇▇▇▇▇▇
Quantitative Master Series Trust DE N/A N/A
Master Core Bond Enhanced Index Series DE MF-LBAG ▇▇-▇▇▇▇▇▇▇
(fka Master Aggregate Bond Index Series)
Master Enhanced S&P 500 Series DE MF_ESNP ▇▇-▇▇▇▇▇▇▇
Master Extended Market Index Series DE MF_EMI ▇▇-▇▇▇▇▇▇▇
Master S&P 500 Index Series DE SNP ▇▇-▇▇▇▇▇▇▇
Master Small Cap Index Series DE MF-SC ▇▇-▇▇▇▇▇▇▇
Master MidCap Index Series DE MF_MC ▇▇-▇▇▇▇▇▇▇
BlackRock Senior High Income Fund, Inc. MD ARK ▇▇-▇▇▇▇▇▇▇
BlackRock Mid Cap Value Opportunities Series, Inc. MD N/A N/A
BlackRock Mid Cap Value Opportunities Fund MD BVA_MCV ▇▇-▇▇▇▇▇▇▇
Short Term Bond Master LLC DE N/A N/A
Short Term Bond Master Portfolio DE MF-SHORT ▇▇-▇▇▇▇▇▇▇
BlackRock Funds II Trust DE N/A N/A
BlackRock International Value Fund DE E_MLVF ▇▇-▇▇▇▇▇▇▇
SCHEDULE 1 DATED OCTOBER 25, 2007
TO THE SECURITIES LENDING AGENCY DATED JUNE 1, 2007
--------------------------------------------------
Master Institutional Money Market Trust DE N/A N/A
Master Institutional Portfolio DE N/A ▇▇-▇▇▇▇▇▇▇
Master Institutional Tax-Exempt Portfolio DE N/A ▇▇-▇▇▇▇▇▇▇
Master Premier institutional Portfolio DE N/A ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Funds for Institutions Series MA N/A N/A
▇▇▇▇▇▇▇ ▇▇▇▇▇ Treasury Fund MA L-TF ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Government Fund MA L-GF ▇▇-▇▇▇▇▇▇▇
Master Money LLC MA MF-L-MT ▇▇-▇▇▇▇▇▇▇
B1ackRock Principal Protected Trust DE N/A N/A
BlackRock Basic Value Principal Protected Fund DE BR_BVP ▇▇-▇▇▇▇▇▇▇
B1ackRock Fundamental Growth Principal Protected Fund DE BR_FGP ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ US Treasury Money Fund MA BR-TSYMM ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ USA Government Reserves Fund MA BR-GRMM ▇▇-▇▇▇▇▇▇▇
BlackRock Preferred Income Strategies Fund, Inc. MD PSY ▇▇-▇▇▇▇▇▇▇
B1ackRock Corporate High Yield VI, Inc. MD HYT ▇▇-▇▇▇▇▇▇▇
BlackRock S&P 500 Protected Equity Fund MD PEFX ▇▇-▇▇▇▇▇▇▇
Master Bond LLC DE N/A N/A
Master Core Bond Portfolio DE MF-BOND ▇▇-▇▇▇▇▇▇▇
B1ackRock Preferred and Corporate Income Strategies Fund, Inc MD PSW ▇▇-▇▇▇▇▇▇▇
B1ackRock Floating Rate Income Strategies Fund, Inc. MD FRA ▇▇-▇▇▇▇▇▇▇
Master Government Securities LLC DE MF-L-GST ▇▇-▇▇▇▇▇▇▇
Master Treasury LLC DE MF-L-GSY ▇▇-▇▇▇▇▇▇▇
Master Commodities Strategies LLC DE MF-GSCI ▇▇-▇▇▇▇▇▇▇
BlackRock Capital and Income Strategies Fund, Inc. MD CII ▇▇-▇▇▇▇▇▇▇
B1ackRock Floating Rate Income Strategies Fund II, Inc. MD FRB ▇▇-▇▇▇▇▇▇▇
BlackRock Diversified Income Strategies Portfolio, Inc. MD DVF ▇▇-▇▇▇▇▇▇▇
B1ackRock Enhanced Equity Yield Fund, Inc. MD EEF ▇▇-▇▇▇▇▇▇▇
BlackRock Global Dynamic Equity Fund DE BR_GDE ▇▇-▇▇▇▇▇▇▇
FDP Series MD N/A N/A
Marisco Growth FDP Fund MD FDP_MAR ▇▇-▇▇▇▇▇▇▇
MFS Research International FDP Fund MD FDP_MFS ▇▇-▇▇▇▇▇▇▇
Franklin ▇▇▇▇▇▇▇▇▇ Total Return FDP Fund MD FDP-FT ▇▇-▇▇▇▇▇▇▇
Managed Accounts Series DE N/A N/A
Global Small Cap Portfolio DE BATS_GSC ▇▇-▇▇▇▇▇▇▇
High Income Portfolio DE BATS-HIINC ▇▇-▇▇▇▇▇▇▇
Mid Cap Value Opportunities Portfolio DE BATS_MVO ▇▇-▇▇▇▇▇▇▇
U.S. Mortgage Portfolio DE BATS-MTG ▇▇-▇▇▇▇▇▇▇
SCHEDULE I DATED OCTOBER 25, 2007
TO THE SECURITIES LENDING AGENCY DATED JUNE 1, 2007
--------------------------------------------------
BlackRock Funds DE N/A N/A
Money Market Portfolio DE BR-MM ▇▇-▇▇▇▇▇▇▇
U.S. Treasury Money Market Portfolio DE BR-GMM ▇▇-▇▇▇▇▇▇▇
Municipal Money Market Portfolio DE BR-MMM ▇▇-▇▇▇▇▇▇▇
NJ Muni Money Market Portfolio DE BR-NJMM ▇▇-▇▇▇▇▇▇▇
NC Muni Money Market Portfolio DE BR-NCMM ▇▇-▇▇▇▇▇▇▇
Ohio Muni Money Market Portfolio DE BR-OHMM ▇▇-▇▇▇▇▇▇▇
PA Muni Money Market Portfolio DE BR-PAMM ▇▇-▇▇▇▇▇▇▇
VA Muni Money Market Portfolio DE BR-VAMM ▇▇-▇▇▇▇▇▇▇
Mid Cap Growth Equity Portfolio DE BR_MCGE ▇▇-▇▇▇▇▇▇▇
Small Cap Value Equity Portfolio DE BR_SCVE ▇▇-▇▇▇▇▇▇▇
Small Cap Growth Equity Portfolio DE BR_SCGE ▇▇-▇▇▇▇▇▇▇
Small Cap Core Equity DE BR_SCORE ▇▇-▇▇▇▇▇▇▇
U.S. Opportunities Equity Portfolio DE BR_USOPP ▇▇-▇▇▇▇▇▇▇
Global Science & Technology Portfolio DE BR_GST ▇▇-▇▇▇▇▇▇▇
International Opportunities Equity Portfolio DE BR_ISCE ▇▇-▇▇▇▇▇▇▇
Investment Trust Portfolio DE BR_CE ▇▇-▇▇▇▇▇▇▇
Index Equity Portfolio DE BR-IE ▇▇-▇▇▇▇▇▇▇
Intermediate Bond Portfolio II DE BR-INT ▇▇-▇▇▇▇▇▇▇
Intermediate Bond Portfolio DE BR-INTPL ▇▇-▇▇▇▇▇▇▇
BlackRock Strategic Portfolio I DE BSP1 ▇▇-▇▇▇▇▇▇▇
All Cap Global Resources Portfolio DE BR_ACGR ▇▇-▇▇▇▇▇▇▇
Asset Allocation DE BR_AA ▇▇-▇▇▇▇▇▇▇
Mid Cap Value DE BR_MCVE ▇▇-▇▇▇▇▇▇▇
BlackRock Aurora Portfolio DE BR_AUR ▇▇-▇▇▇▇▇▇▇
BlackRock Small/Mid Cap Growth Portfolio DE BR_SMG ▇▇-▇▇▇▇▇▇▇
BlackRock Global Resources Portfolio DE BR_GR ▇▇-▇▇▇▇▇▇▇
BlackRock Legacy Portfolio DE BR_LEG ▇▇-▇▇▇▇▇▇▇
BlackRock Health Sciences Opportunities DE BR_HS ▇▇-▇▇▇▇▇▇▇
Exchange Portfolio DE BR_EXC ▇▇-▇▇▇▇▇▇▇
Global Opportunities Portfolio DE BR_GO ▇▇-▇▇▇▇▇▇▇
BlackRock Funds II DE N/A N/A
Enhanced Income Portfolio DE BR-EI ▇▇-▇▇▇▇▇▇▇
Low Duration Bond Portfolio DE BR-LO ▇▇-▇▇▇▇▇▇▇
Intermediate Government Portfolio DE BR-INTG ▇▇-▇▇▇▇▇▇▇
Total Return Portfolio II DE BR-CORE ▇▇-▇▇▇▇▇▇▇
Total Return Portfolio DE BR-COREPL ▇▇-▇▇▇▇▇▇▇
Government Income Portfolio DE BR-GOVT ▇▇-▇▇▇▇▇▇▇
Inflation Protected Bond Portfolio DE BR-IP ▇▇-▇▇▇▇▇▇▇
GNMA Portfolio DE BR-GNMA ▇▇-▇▇▇▇▇▇▇
Managed Income Portfolio DE BR-MINC ▇▇-▇▇▇▇▇▇▇
International Bond Portfolio DE BR-INTLB ▇▇-▇▇▇▇▇▇▇
High Yield Bond Portfolio DE BR-HIYLD ▇▇-▇▇▇▇▇▇▇
AMT-Free Municipal Bond Portfolio DE BR-MUNI ▇▇-▇▇▇▇▇▇▇
Delaware Municipal Bond Portfolio DE BR-DE ▇▇-▇▇▇▇▇▇▇
Ohio Municipal Bond Portfolio DE BR-OH ▇▇-▇▇▇▇▇▇▇
Kentucky Municipal Bond Portfolio DE BR-KY ▇▇-▇▇▇▇▇▇▇
Conservative Prepared Portfolio DE BR_CON ▇▇-▇▇▇▇▇▇▇
Moderate Prepared Portfolio DE BR_MOD ▇▇-▇▇▇▇▇▇▇
Growth Prepared Portfolio DE BR_GRW ▇▇-▇▇▇▇▇▇▇
Aggressive Growth Prepared Portfolio DE BR_AGR ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2010 DE BR_2010 ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2015 DE BR_2015 ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2020 DE BR_2020 ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2025 DE BR_2025 ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2030 DE BR_2030 ▇▇-▇▇▇▇▇▇▇
SCHEDULE 1 DATED OCTOBER 25, 2007
TO THE SECURITIES LENDING AGENCY DATED JUNE 1, 2007
---------------------------------------------------
Prepared Portfolio 2035 DE BR_2035 ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2040 DE BR_2040 ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2045 DE BR_2045 ▇▇-▇▇▇▇▇▇▇
Prepared Portfolio 2050 DE BR_2050 ▇▇-▇▇▇▇▇▇▇
BlackRock Long-Term Municipal Advantage Trust DE BTA ▇▇-▇▇▇▇▇▇▇
BlackRock Municipal 2020 Term Trust DE BKK ▇▇-▇▇▇▇▇▇▇
BlackRock Florida Municipal 2020 Term Trust DE BFO ▇▇-▇▇▇▇▇▇▇
BlackRock Insured Municipal Income Trust DE BYM ▇▇-▇▇▇▇▇▇▇
BlackRock California Insured Municipal Income Trust DE BCK ▇▇-▇▇▇▇▇▇▇
BlackRock Florida Insured Municipal Income Trust ▇▇ ▇▇▇ ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Insured Municipal Income Trust DE BSE ▇▇-▇▇▇▇▇▇▇
BlackRock Municipal Income Trust II DE BLE ▇▇-▇▇▇▇▇▇▇
BlackRock New York Municipal Income Trust II DE BFY ▇▇-▇▇▇▇▇▇▇
BlackRock California Municipal Income Trust II DE BCL ▇▇-▇▇▇▇▇▇▇
BlackRock California Municipal Bond Trust DE BZA ▇▇-▇▇▇▇▇▇▇
BlackRock Municipal Bond Trust DE BBK ▇▇-▇▇▇▇▇▇▇
BlackRock Florida Municipal Bond Trust DE BIE ▇▇-▇▇▇▇▇▇▇
BlackRock New Jersey Municipal Bond Trust DE BLJ ▇▇-▇▇▇▇▇▇▇
BlackRock New York Municipal Bond Trust DE BQH ▇▇-▇▇▇▇▇▇▇
BlackRock Maryland Municipal Bond Trust DE BZM ▇▇-▇▇▇▇▇▇▇
BlackRock Virginia Municipal Bond Trust DE BHV ▇▇-▇▇▇▇▇▇▇
BlackRock California Municipal 2018 Term Trust DE BJZ ▇▇-▇▇▇▇▇▇▇
BlackRock New York Municipal 2018 Term Trust DE BLH ▇▇-▇▇▇▇▇▇▇
BlackRock Municipal 2018 Term Trust DE BPK ▇▇-▇▇▇▇▇▇▇
BlackRock California Municipal Income Trust DE BFZ ▇▇-▇▇▇▇▇▇▇
BlackRock Municipal Income Trust DE BFK ▇▇-▇▇▇▇▇▇▇
BlackRock Florida Municipal Income Trust DE BBF ▇▇-▇▇▇▇▇▇▇
BlackRock New Jersey Municipal Income Trust DE BNJ ▇▇-▇▇▇▇▇▇▇
BlackRock New York Municipal Income Trust DE BNY ▇▇-▇▇▇▇▇▇▇
BlackRock Pennsylvania Strategic Municipal Trust DE BPS ▇▇-▇▇▇▇▇▇▇
BlackRock Strategic Municipal Trust DE BSD ▇▇-▇▇▇▇▇▇▇
BlackRock Insured Municipal Term Trust Inc. MD BMT ▇▇-▇▇▇▇▇▇▇
BlackRock California Insured Municipal 2008 Term Trust Inc. MD BFC ▇▇-▇▇▇▇▇▇▇
BlackRock Florida Insured Municipal 2008 Term Trust MA BRF ▇▇-▇▇▇▇▇▇▇
BlackRock Insured Municipal 2008 Term Trust Inc. MD BRM ▇▇-▇▇▇▇▇▇▇
BlackRock Investment Quality Municipal Trust Inc. MD BKN ▇▇-▇▇▇▇▇▇▇
BlackRock New York Insured Municipal 2008 Term Trust Inc. MD BLN ▇▇-▇▇▇▇▇▇▇
BlackRock California Investment Quality Municipal Trust Inc. MD RAA ▇▇-▇▇▇▇▇▇▇
BlackRock Florida Investment Quality Municipal Trust MA RFA ▇▇-▇▇▇▇▇▇▇
BlackRock Municipal Target Term Trust Inc. MD BMN ▇▇-▇▇▇▇▇▇▇
BlackRock New Jersey Investment Quality Municipal Trust Inc. MD RNJ ▇▇-▇▇▇▇▇▇▇
BlackRock New York Investment Quality Municipal Trust Inc. MD RNY ▇▇-▇▇▇▇▇▇▇
BlackRock Real Asset Equity Trust DE BCF_CEF ▇▇-▇▇▇▇▇▇▇
BlackRock World Investment Trust DE E_BWC, BWC-FI ▇▇-▇▇▇▇▇▇▇
BlackRock Enhanced Dividend Achievers Trust DE BDJ ▇▇-▇▇▇▇▇▇▇
BlackRock Global Opportunities Equity Trust DE BGO ▇▇-▇▇▇▇▇▇▇
BlackRock High Income Shares MA HIS ▇▇-▇▇▇▇▇▇▇
BlackRock Health Sciences Trust DE BME ▇▇-▇▇▇▇▇▇▇
BlackRock Global Energy and Resource Trust DE BGR ▇▇-▇▇▇▇▇▇▇
BlackRock Global Floating Rate Income Trust DE BGT2 ▇▇-▇▇▇▇▇▇▇
BlackRock S&P Quality Rankings Global Equity Managed Trust DE BQY ▇▇-▇▇▇▇▇▇▇
BlackRock Strategic Dividend Achievers Trust DE BDT ▇▇-▇▇▇▇▇▇▇
BlackRock Dividend Achievers Trust DE BDV ▇▇-▇▇▇▇▇▇▇
BlackRock Limited Duration Income Trust DE BLW ▇▇-▇▇▇▇▇▇▇
SCHEDULE 1 DATED OCTOBER 25, 2007
TO THE SECURITIES LENDING AGENCY DATED JUNE 1 2007
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BlackRock Preferred Opportunity Trust DE BPP ▇▇-▇▇▇▇▇▇▇
BlackRock Core Bond Trust DE BHK ▇▇-▇▇▇▇▇▇▇
BlackRock Strategic Bond Trust DE BHD ▇▇-▇▇▇▇▇▇▇
BlackRock Broad Investment Grade 2009 Term Trust Inc. MD BCT ▇▇-▇▇▇▇▇▇▇
BlackRock High Yield Trust DE BHY ▇▇-▇▇▇▇▇▇▇
BlackRock Income Trust Inc. MD BKT ▇▇-▇▇▇▇▇▇▇
BlackRock Income Opportunity Trust Inc. MD BNA ▇▇-▇▇▇▇▇▇▇
BlackRock California Money Fund DE L-CAMNY ▇▇-▇▇▇▇▇▇▇
BlackRock New York Money Fund DE L-NYMNY ▇▇-▇▇▇▇▇▇▇
BlackRock International Growth and Income Trust DE BGY ▇▇-▇▇▇▇▇▇▇
BlackRock Global Equity Income Trust DE BFD ▇▇-▇▇▇▇▇▇▇
BlackRock EcoSolutions Investment Trust DE BQR_AG ▇▇-▇▇▇▇▇▇▇
EACH FUND LISTED ON SCHEDULE I
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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NAME: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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TITLE: Treasurer of each Registered US Investment
Company (or each series thereof) listed on Schedule 1
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BLACKROCK INVESTMENT MANAGEMENT LLC
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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NAME: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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TITLE: Managing Director and Assistant Secretary
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DATE: October 25, 2007
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