Securities Lending Agreement - JPMCB New York - General April 2015 Version

SCHEDULE 1

SCHEDULE 2

SCHEDULE 3

SCHEDULE 4

SCHEDULE 5

SCHEDULE 6A

SCHEDULE 6B

SCHEDULE 7

SCHEDULE 8

INTENTION OF THE PARTIES; DEFINITIONS

Intention of the Parties

Definitions

THE SECURITIES LENDING SERVICES

Appointment; Authority

Lender hereby appoints ▇.▇. ▇▇▇▇▇▇ as its agent to lend Securities in each of the Lending Accounts on Lender’s behalf to Borrowers from time to time in accordance with the terms of this Agreement and on such terms and conditions and at such times as ▇.▇. ▇▇▇▇▇▇ shall determine, ▇.▇. ▇▇▇▇▇▇ hereby accepts appointment as such agent.

Lender hereby authorizes and empowers ▇.▇. ▇▇▇▇▇▇ to execute in Lender’s name and on its behalf and at its risk all agreements and documents as may be necessary to carry out any of the powers herein granted to ▇.▇. ▇▇▇▇▇▇. In this regard, Lender hereby acknowledges receipt of the forms of MSLA and authorizes ▇.▇. ▇▇▇▇▇▇ to lend Securities in the Lending Accounts to Borrowers under agreements substantially in the forms of the MSLA; it being understood and agreed, however, that ▇.▇. ▇▇▇▇▇▇ shall notify Lender of any material change to the MSLA entered into with any Borrower. ▇.▇. ▇▇▇▇▇▇ may exercise all rights and powers provided under any MSLA as may be incidental to that MSLA.

Loans

From time to time, ▇.▇. ▇▇▇▇▇▇ may lend to Borrowers Securities held in the Lending Accounts and shall deliver such Securities against receipt of Collateral in accordance with the applicable MSLA. Except as limited by the limitations specified on Schedule 4, all Securities of Lender held in custody by ▇.▇. ▇▇▇▇▇▇ in the Lending Accounts listed on such Schedule 4 that are issued, settled or traded in the markets listed on such Schedule 4 to this Agreement may be lent to

▇.▇. ▇▇▇▇▇▇ shall seek to assure that Lender receives a fair allocation of lending opportunities vis-a-vis other lenders, taking into account the demand for and availability of Securities, types of Collateral, eligibility of Borrowers, Borrower’s requested Rebate rate, limitations on investments of Cash Collateral, tax treatment, and similar commercial factors.

Loans shall generally be terminable on demand. With the prior written approval of Lender. however, Loans may be made on the basis of a specified termination date (each a “Term Loan”), with or without providing for the right of Lender to terminate or substitute equivalent Securities.

▇.▇. ▇▇▇▇▇▇ shall terminate any Loan of Securities to a Borrower as soon as practicable after; (i) receipt by ▇.▇. ▇▇▇▇▇▇ of a notice of termination of the respective MSLA by the Borrower; (ii) receipt by ▇.▇. ▇▇▇▇▇▇ of Instructions directing it to terminate a Loan; (iii) receipt by ▇.▇. ▇▇▇▇▇▇ of Instructions instructing it to delete from Schedule 2 the Borrower to which such Loan was made; (iv) receipt by ▇.▇. ▇▇▇▇▇▇ of Instructions advising that the Security subject to a Loan is no longer subject to the representations contained in Section 6.1 of this Agreement; (v) receipt by ▇.▇. ▇▇▇▇▇▇ of notice advising that an Event of Default has occurred and is continuing beyond any grace period that may be afforded by ▇.▇. ▇▇▇▇▇▇; (vi) ▇.▇. ▇▇▇▇▇▇ elects, in its sole discretion, to terminate a Loan other than a Term Loan; or (vii) termination of this Agreement. Termination of a Term Loan prior to its anticipated termination date by either Lender or Borrower may result in the terminating party having to pay the non-terminating party damages based on the cost of obtaining a replacement loan. In the event of Borrower’s failure to return the applicable Securities upon termination of a Loan. ▇.▇. ▇▇▇▇▇▇ shall take the steps specified in Section 3.1 of this Agreement.

Lender shall not engage in any security lending activity with regard to Securities held in any Lending Account during the term of this Agreement, except for Loans made by ▇.▇. ▇▇▇▇▇▇ as lending agent under this Agreement.

Borrowers

Securities may be lent to any Borrower listed in Schedule 2. Schedule 2 may be updated from time to time upon written notice by ▇.▇. ▇▇▇▇▇▇ to add new Borrowers and to delete entities that have ceased to be potential Borrowers. If Lender notifies ▇.▇. ▇▇▇▇▇▇ in writing within five business days from the date of any such notice that it objects to a potential Borrower, no Loans of Securities shall be made to such potential Borrower. If Lender does not so object within such five business day period, each potential Borrower notified to Lender by ▇.▇. ▇▇▇▇▇▇ shall be deemed acceptable to Lender. Lender may at any time provide Instructions to ▇.▇. ▇▇▇▇▇▇ to delete a Borrower from Schedule 2. Promptly following receipt of those Instructions ▇.▇. ▇▇▇▇▇▇ will cease making Loans to that Borrower and promptly take the steps set forth in Section 2.2(d). Nothing in this Section 2 shall require ▇.▇. ▇▇▇▇▇▇ to lend, or continue lending, to any Borrower set forth on Schedule 2.

▇.▇. ▇▇▇▇▇▇ may assume (unless its personnel directly responsible for the performance of the services under this Agreement have actual knowledge to the contrary ) that any representations made by a Borrower in connection with any Loan are true, that no event which is or may become an Event of Default has occurred and that a Borrower has complied with its obligations under the applicable MSLA.

▇.▇. ▇▇▇▇▇▇ shall have no responsibility for the accuracy or completeness of any information supplied by any Borrower.

Receipt of Collateral; Collateral Substitution

▇▇▇▇ to Market Procedures

▇.▇. ▇▇▇▇▇▇ shall require initial Collateral for a Loan in an amount determined by applying the then applicable Collateral Requirement to the Market Value of the Security that is the subject of the Loan.

If the Market Value of the Collateral held by ▇.▇. ▇▇▇▇▇▇ on behalf of Lender for a Loan on any Business Day is less than the Collateral Requirement set forth

▇.▇. ▇▇▇▇▇▇ is authorized to return excess Collateral to the Borrower upon demand, in accordance with the terms of the applicable MSLA.

▇.▇. ▇▇▇▇▇▇ may increase the Collateral requirements set forth on Appendix A to Schedule 3 from to time to time based on general market conditions (including volatility of Securities on Loan and of Securities Collateral), the Market Value of Securities on Loan to a given Borrower, and in accordance with general market practice and regulatory requirements. ▇.▇. ▇▇▇▇▇▇ shall promptly notify Lender of any material revisions to the Collateral Requirement and the foregoing procedures, and in no event will ▇.▇. ▇▇▇▇▇▇ decrease any applicable Collateral Requirement without the consent of Lender.

Investment of Cash Collateral

▇.▇. ▇▇▇▇▇▇ is hereby authorized to invest and (subject to Section 2.6(c)) reinvest Cash Collateral in accordance with the investment guidelines annexed to this Agreement as Schedule 1 (the “Investment Guidelines”). Authorized Investments are not guaranteed by ▇.▇. ▇▇▇▇▇▇, and involve risk, including possible loss of principal. Lender assumes all risk of loss resulting from an Authorized Investment (other than Indemnified Repo as described in the Indemnified Repo Addendum attached to this Agreement). ▇.▇. ▇▇▇▇▇▇ is authorized to buy or sell Cash Collateral investments through bulk trades in which its other customers participate. Cash Collateral and additions to Cash Collateral received after the market closes shall not be invested until the next Business Day.

▇.▇. ▇▇▇▇▇▇ may from time to time advance to Lender its share of accrued earnings from Cash Collateral. By the same token, except as may be expressly set forth in the Investment Guidelines, earnings received from Cash Collateral shall not be invested on behalf of Lender pending distribution under this Agreement (e.g., as Rebates to Borrowers and as lending income under Section 5.1 of this Agreement) and. therefore, no income on earnings received from Cash Collateral shall be paid thereon to Lender. ▇.▇. ▇▇▇▇▇▇ anticipates earning interest on such earnings pending such distribution in an amount approximately equal to the fed funds rate in effect from time to time.

To the extent necessary to satisfy Lender’s obligation to return Cash Collateral to Borrower. ▇.▇. ▇▇▇▇▇▇ may, in its discretion, liquidate any Cash Collateral investment and credit the net proceeds to the Lending Account.

If: (i) a loss is realized on a Cash Collateral investment (other than Indemnified Repo as described in the Indemnified Repo Addendum attached to this Agreement) or (ii) ▇.▇. ▇▇▇▇▇▇ determines that a Cash Collateral investment either is unlikely to be redeemed in accordance with its terms (as in effect at the time such Cash Collateral investment was acquired) or will need to be sold at a loss in order to raise cash to return to a Borrower upon the present or future maturity of a Loan (other than Indemnified Repo as described in the Indemnified Repo Addendum attached to this Agreement) or (iii) ▇.▇. ▇▇▇▇▇▇ otherwise reasonably requires the replenishment of Cash Collateral, ▇.▇. ▇▇▇▇▇▇ may require that Lender transfer to it cash in an amount at least equal to the difference between the amortized cost and the fair market value of the applicable Cash Collateral investment (as determined by ▇.▇. ▇▇▇▇▇▇ in its reasonable discretion). Lender shall promptly comply with any such request.

Distributions

▇.▇. ▇▇▇▇▇▇ will monitor information publicly available in the applicable market about forthcoming income payments on Securities on Loan. ▇.▇. ▇▇▇▇▇▇ shall credit Lender’s cash account on the anticipated payment date with the amount of all cash Distributions (but for purposes of this Section 2.7(a), the term “cash Distributions” shall not include any principal payment, whether paid upon the maturity of any debt Security or prior to its maturity, which shall be paid in accordance with the terms of the Custody Agreement), net of any taxes that are withheld by ▇.▇. ▇▇▇▇▇▇ or any third party (“AutoCredit”) with respect to Securities on Loan over their record date that Lender would have received under the Custody Agreement had such Securities not been on Loan over record date. AutoCredit is limited to those Securities and/or markets as to which ▇.▇. ▇▇▇▇▇▇ customarily offers an AutoCredit service. Upon request. ▇.▇. ▇▇▇▇▇▇ shall provide Lender with a list of AutoCredit eligible markets. ▇.▇. ▇▇▇▇▇▇ may add markets to or remove markets from the list of AutoCredit markets upon notice to Lender that is reasonable in the circumstances. ▇.▇. ▇▇▇▇▇▇ reserves the right to restrict in good faith the availability of AutoCredit for credit or operational reasons. Lender shall promptly return any amount credited to Lender’s cash account upon written notification from ▇.▇. ▇▇▇▇▇▇ that: (i) such amount has not been paid by the issuer or the paying agent of the Securities (as applicable) in the ordinary course of business or (ii) such amount was incorrectly credited. If Lender does not promptly return any amount upon such notification. ▇.▇. ▇▇▇▇▇▇ shall be entitled, upon written notification to Lender identifying the amount, to reverse the applicable credit by debiting Lender’s cash account for the amount previously credited. When the AutoCredit service is not available, cash Distributions, net of any taxes withheld by ▇.▇. ▇▇▇▇▇▇ or any third parly, will be credited only after actual receipt and reconciliation by ▇.▇. ▇▇▇▇▇▇.

The following procedures shall apply to Distributions which are not cash Distributions (“non-cash Distributions”):

Any non-cash Distribution which is in the nature of a stock split or a stock dividend shall al the option of ▇.▇. ▇▇▇▇▇▇: (A) be added to the existing Loan to which that Distribution relates as of the date that non- cash Distribution is payable and shall be subject to the provisions of this Agreement and the applicable MSLA: or (B) be delivered by Borrower to ▇.▇. ▇▇▇▇▇▇ and ▇.▇. ▇▇▇▇▇▇ shall credit that non-cash Distribution to the applicable Lending Account.

Any non-cash Distribution which is in the nature of warrants or rights to purchase shares made with respect to any Securities on Loan shall be deemed to be a new Loan made by Lender to Borrower (and shall be considered to constitute Securities on Loan) as of the date that non-cash Distribution is payable and shall be subject to the provisions of this Agreement: provided that Lender may give ▇.▇. ▇▇▇▇▇▇ Instructions, prior to the applicable Cut-off Time directing it to request that Borrower deliver that non-cash Distribution to ▇.▇. ▇▇▇▇▇▇ under the applicable MSLA. in which case ▇.▇. ▇▇▇▇▇▇ shall credit that non-cash Distribution to the applicable Lending Account. If Lender wishes to exercise any such warrants or rights while they are on Loan, Lender shall instruct ▇.▇. ▇▇▇▇▇▇ prior to the applicable Cut-Off Time to direct the Borrower to deliver the applicable Security or other properly to the applicable Lending Account in exchange for the price specified in the warrant or right.

If Lender requests that ▇.▇. ▇▇▇▇▇▇ instruct Borrower to deliver a non- cash Distribution on its payable date, and Borrower fails so to deliver the non-cash Distribution on such date and any reasonable and customary grace period has expired, ▇.▇. ▇▇▇▇▇▇ shall at its option, but subject to Section 3.2(b) of this Agreement, credit such non-cash Distribution to the applicable Lending Account, or credit to Lender’s cash account an amount equivalent to the Market Value of such non-cash distribution as of the close of business on the day prior to the credit date. In addition, the assignment provisions and corresponding rights and obligations set forth in Article 3 shall apply.

Voting Rights; Dividend Reinvestment Plans

During the term of any Loan. ▇.▇. ▇▇▇▇▇▇ shall permit the Securities on Loan to be transferred into the name of Borrower. Securities on Loan shall not ordinarily

Lender acknowledges that it shall not be entitled to participate in any dividend reinvestment program with respect to Securities that are eligible for Loan (whether or not actually on Loan) as of the applicable record date for those Securities.

Sale of a Security on Loan

Record keeping; Access to .▇.▇. ▇▇▇▇▇▇’▇ Records

▇.▇ ▇▇▇▇▇▇ shall establish and maintain those records as are reasonably necessary to account for Loans that are made and the income derived from the Loans. Each party shall comply with reasonable requests of the other party for information necessary to the requester’s performance of its duties under this Agreement.

▇.▇. ▇▇▇▇▇▇ will allow Lender’s auditors and independent public accountants reasonable access to the records of ▇.▇. ▇▇▇▇▇▇ relating to Loans and Collateral as may be required in connection with their examination of books and records pertaining to Lender’s affairs.

▇.▇. ▇▇▇▇▇▇ will upon reasonable written notice, allow Lender reasonable access during normal working hours to the records of ▇.▇. ▇▇▇▇▇▇ relating to the services provided under this Agreement.

▇.▇. ▇▇▇▇▇▇ may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of the access, and the scope of the

Statements of Account

Notifications

Change Control

If either party wishes to propose any amendment or modification to, or variation of, the services under this Agreement (including the scope or details of the services) (a “Change”) then it shall notify the other party of that fact by sending a request (a “Change Request”) to the party, specifying in as much detail as is reasonably practicable the nature of the Change. ▇.▇. ▇▇▇▇▇▇ shall maintain a log of all Change Requests.

Promptly following the receipt of a Change Request the parties shall agree whether to implement the Change Request, whether the Fees should be modified in light of the change to the services under this Agreement, and the basis upon which ▇.▇. ▇▇▇▇▇▇ will be compensated for implementing the Change Request.

OBLIGATIONS OF ▇.▇. ▇▇▇▇▇▇ IN THE CASE OF BORROWER DEFAULT

Default by Borrower with respect to Securities on Loan

Indemnification of Lender in Respect of Securities

In addition to the actions described in Section 3.1 and after the expiration of any reasonable and customary grace period except in cases relating to the solvency of Borrower, if any Borrower with respect to any Loan effected under this Agreement fails to return any Securities on Loan when due under the applicable MSLA which is the date an Event of Default shall have occurred under the applicable MSLA (the “Return ▇▇▇▇”), then ▇.▇. ▇▇▇▇▇▇ shall, at its expense, but subject to Section 3.2(b) of this Agreement, deposit replacement Securities of the same issue, type, class and series to the applicable Lending Account, as soon as practicable but in any case within three Business Days following the Return Date. If ▇.▇. ▇▇▇▇▇▇ is unable to obtain replacement Securities or to the extent odd lot purchases of replacement Securities would be required. ▇.▇. ▇▇▇▇▇▇ shall, at its expense, but subject to Section 3.2(b) of this Agreement credit Lender’s cash account in Dollars with the Market Value of such Securities on Loan on the credit date.

Notwithstanding any other provision of this Section 3.2. ▇.▇. ▇▇▇▇▇▇’▇ obligation to credit Lender’s cash account with cash or the Lending Account with replacement Securities shall be reduced by an amount equal to the extent of any shortfall in the Collateral which is attributable to one or more of the following:

a decrease in the market value of Authorized Investments (other than Indemnified Repo as described in the Indemnified Repo Addendum attached to this Agreement);

the act or omission or insolvency of any Securities Depository or Tri- party Institution, other than ▇.▇. ▇▇▇▇▇▇ or any of its Affiliates in the case of insolvency of a Tri-Party Institution, provided however, that ▇.▇. ▇▇▇▇▇▇ shall have met its standard of care described in Section 7.1(a) hereto and complied with its obligations in the Tri-party Agreement; or

▇.▇. ▇▇▇▇▇▇’▇ reliance on incorrect prices of the lent Securities or Collateral provided by a pricing vendor as described in Section 7.5 of this Agreement, provided, however, that ▇.▇. ▇▇▇▇▇▇ shall have met its standard of care as described in Section 7.1(a) with respect to reviewing the reasonableness of any such price.

Application of Collateral/Assignment of Rights

In the case of an Event of Default, the Lender agrees that any Collateral and any proceeds of Collateral, Authorized Investments or Proceeds shall be applied as follows:

first, if ▇.▇. ▇▇▇▇▇▇ has satisfied its obligations to Lender under Section 3.2, to reimburse ▇.▇. ▇▇▇▇▇▇ for all amounts expended in complying with its obligations under Section 3.2.

second, if ▇.▇. ▇▇▇▇▇▇ has satisfied its obligations to Lender under Section 2.7. to reimburse ▇.▇. ▇▇▇▇▇▇ for all amounts advanced by it under Section 2.7 or otherwise advanced by ▇.▇. ▇▇▇▇▇▇ on behalf of the affected Borrower for which ▇.▇. ▇▇▇▇▇▇ has not received a corresponding payment or been otherwise reimbursed, and

third, to any other amounts owed by the affected Borrower to Lender under the applicable MSLA.

▇.▇. ▇▇▇▇▇▇ shall be subrogated to and Lender shall assign and be deemed to have assigned to ▇.▇. ▇▇▇▇▇▇, all of its rights in, to and against Borrower (and any guarantor of this Agreement) (i) in respect of such Loan to the extent of any payment or purchase made by ▇.▇. ▇▇▇▇▇▇ under Sections 2.7 or 3.2 (or otherwise made to Lender by ▇.▇. ▇▇▇▇▇▇ on behalf of the affected Borrower under the applicable MSLA). and (ii) subject to Lender’s rights under Subsection 3.3(a). any Collateral pledged by Borrower in respect of such Loan, and all proceeds of such Collateral, including any Collateral and proceeds remaining after the application process set forth in Subsection 3.3(a). If Lender receives or is credited with any payment, benefit or value from or on behalf of Borrower in respect of rights to which ▇.▇. ▇▇▇▇▇▇ is subrogated as provided herein, Lender shall promptly remit or pay to ▇.▇. ▇▇▇▇▇▇ the same (or its Dollar equivalent). Lender agrees that the express entitlement to subrogation contained in this Section shall be in addition and without prejudice to all and any equitable rights of subrogation which ▇.▇. ▇▇▇▇▇▇ may have or acquire on making any payment or effecting any repurchase as a result of the occurrence of any event involving a Borrower as aforesaid.

INSTRUCTIONS

Acting on Instructions; Method of Instruction and Unclear Instructions

Lender authorizes ▇.▇. ▇▇▇▇▇▇ to accept and act upon any Instructions received by it without inquiry. Lender will indemnify ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against ▇.▇. ▇▇▇▇▇▇ Indemnitees as a result of any action or omission taken in accordance with any Instruction.

Lender will where reasonably practicable use automated and electronic methods of sending Instructions.

▇.▇. ▇▇▇▇▇▇ shall promptly notify an Authorized Person if ▇.▇. ▇▇▇▇▇▇ determines that an Instruction docs not contain all information reasonably necessary for ▇.▇. ▇▇▇▇▇▇ to carry out the Instruction. ▇.▇. ▇▇▇▇▇▇ may decline to act on an Instruction if it does not receive clarification or confirmation reasonably necessary for ▇.▇. ▇▇▇▇▇▇ to carry out the Instruction. ▇.▇. ▇▇▇▇▇▇ will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction while it seeks any such missing information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive clarification satisfactory to it.

Unless otherwise expressly provided, all Instructions shall continue in full force and effect until cancelled or superseded.

Verification and Security Procedures

▇.▇. ▇▇▇▇▇▇ and Lender shall comply with any applicable Security Procedures with respect to the delivery or authentication of Instructions and shall ensure that any codes, passwords or similar devices are reasonably safeguarded.

Either party may record any of their telephone communications.

Instructions; Contrary to Law/Market Practice

Cut-Off Times

Electronic Access

FEES, EXPENSES AND OTHER AMOUNTS OWING TO ▇.▇. ▇▇▇▇▇▇

Fees and Expenses

In connection with each Loan under this Agreement. Lender hereby authorizes ▇.▇. ▇▇▇▇▇▇ to retain a fee in an amount equal to a percentage of the sum of (i) earnings derived from Cash collateral investments (as adjusted for any Rebate paid or received by ▇.▇. ▇▇▇▇▇▇) (ii) any fee, paid or payable by Borrower with respect to Loans (including any Loan Fee but excluding any compensation payable by Borrower under any Tri-party Agreement): and (iii) any charge or penalty payable by Borrower (net, however, of any corresponding charge or penalty payable by Lender as a result of the event that led to the charge or penalty being imposed on Borrower). Beginning on January 1 of each calendar year, such percentage shall be 10% until the aggregate earnings generated by Loans made by all Lenders party to this Agreement equals US$45 million since the date of this Agreement and, thereafter, shall be 8%. Gains and losses (other than losses arising from Indemnified Repo as described in the Indemnified Repo Addendum attached to this Agreement) on Cash collateral investments shall not be taken into account in calculating earnings for the purposes of ▇.▇. ▇▇▇▇▇▇’▇ fee. Earnings shall be subject to adjustment as necessary to correct variances and late items. ▇.▇. ▇▇▇▇▇▇ may execute foreign exchange transactions in order to convert earnings received in other currencies into Lender’s base currency.

Subject to Section 9.1(b). ▇.▇. ▇▇▇▇▇▇ may make reasonable amendments to the above fees at any time should either (i) Lender’s actual investment guidelines or portfolio differ significantly from the assumptions used to develop ▇.▇. ▇▇▇▇▇▇’▇ fee proposal, (ii) Lender imposes material restrictions on the lending of Securities under this Agreement or the classes of Collateral that can be received, (iii) Lender’s service requirements change, (iv) Lender’s use of any other products that were included in ▇.▇. ▇▇▇▇▇▇’▇ pricing proposal to the Lender is discontinued or modified in any respect material to ▇.▇. ▇▇▇▇▇▇’▇ pricing proposal, or (v) the volume of Loans is materially and adversely affected due to a change in Applicable Law.

▇.▇. ▇▇▇▇▇▇ may retain its share of earnings and fees under this Agreement and shall credit Lender monthly with Lender’s share of earnings and Loan Fees. ▇.▇. ▇▇▇▇▇▇ may reverse a credit to Lender of earnings and Loans Fees upon oral or written notification that such amount was incorrectly credited.

Lender shall reimburse ▇.▇. ▇▇▇▇▇▇ for its reasonable out-of-pocket or incidental expenses incurred directly as a result of providing the services under this Agreement. ▇.▇. ▇▇▇▇▇▇ may apply these expenses and any other amounts owed by Lender under this Agreement against Lender’s cash account with ▇.▇. ▇▇▇▇▇▇ and/or a Collateral Account.

Invoices (if any) will be payable within thirty (30) days of the date of the invoice. If Lender disputes an invoice it shall nevertheless pay, or allow ▇.▇. ▇▇▇▇▇▇ to deduct, such portion of the invoice that is not subject to a bona fide dispute. Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ other rights, ▇.▇. ▇▇▇▇▇▇ reserves the right to charge interest on overdue amounts from the due date until actual payment at such rate as ▇.▇. ▇▇▇▇▇▇ customarily charges for similar overdue amounts.

Overdrafts

▇.▇. ▇▇▇▇▇▇’▇ Right Over Securities; Set-off

Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ rights under Applicable Law, until satisfaction of all Liabilities outstanding from time to time (whether actual or contingent) of Lender to ▇.▇. ▇▇▇▇▇▇ [or any of its Affiliates]. ▇.▇. ▇▇▇▇▇▇ shall have, and Lender shall grant to ▇.▇. ▇▇▇▇▇▇ a security interest in and a lien on the assets held in the Securities Accounts and Lender’s interest in the Collateral Account and any other property at any time held by ▇.▇. ▇▇▇▇▇▇ for the benefit of Lender or in which Lender may have an interest which is then in ▇.▇. ▇▇▇▇▇▇’▇ possession or control or in the possession or control of any third party acting on ▇.▇. ▇▇▇▇▇▇’▇ behalf. ▇.▇. ▇▇▇▇▇▇ shall be entitled without notice to Lender (but with notice as soon as reasonably practicable thereafter), to withhold delivery of such assets, sell or otherwise realize any of such assets and to apply the proceeds and any other monies credited to any cash account maintained by Lender with ▇.▇. ▇▇▇▇▇▇ in satisfaction of such

Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ rights under Applicable Law, ▇.▇. ▇▇▇▇▇▇ may set off against any amount owing by Lender to ▇.▇. ▇▇▇▇▇▇ or any of its Affiliates any amount in any currency (i) standing to the credit of any of Lender’s accounts (whether deposit or otherwise) with any ▇.▇. ▇▇▇▇▇▇ branch or office or with any Affiliate of ▇.▇. ▇▇▇▇▇▇, or (ii) owed to the Lender by any ▇.▇. ▇▇▇▇▇▇ branch or office or by any Affiliate of ▇.▇. ▇▇▇▇▇▇. For this purpose. ▇.▇. ▇▇▇▇▇▇ shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies.

ADDITIONAL PROVISIONS RELATING TO THE PARTIES

Representations of Lender and ▇.▇. ▇▇▇▇▇▇

Lender represents and warrants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to enter into and perform its obligations under this Agreement, and to incur overdrafts as contemplated by this Agreement, and ▇▇▇▇▇ ▇ ▇▇▇▇ over assets as contemplated by Section 5.3; (ii) assuming execution and delivery of this Agreement by ▇.▇. ▇▇▇▇▇▇, this Agreement is Lender’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by ▇.▇. ▇▇▇▇▇▇ or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of ▇.▇. ▇▇▇▇▇▇; (iv) it is a resident of the United States and shall notify ▇.▇. ▇▇▇▇▇▇ of any changes in residency; (v) the execution, delivery, and performance by it of this Agreement shall at all times comply with Applicable Law, (vi) it is lending Securities as principal and, unless Lender has notified ▇.▇. ▇▇▇▇▇▇ that it is limiting or suspending lending authority for such Securities in accordance with Section 2.2(a). shall not transfer, assign or encumber its interest in, or rights with respect to, any Securities available for Loan under this Agreement, except for rights granted to ▇.▇. ▇▇▇▇▇▇ under the Custody Agreement; (vii) it is the beneficial owner of all Securities or otherwise has the right to lend Securities; (viii) it is entitled to receive all Distributions on Securities eligible for lending under this Agreement, (ix) the representations and warranties to be given by ▇.▇. ▇▇▇▇▇▇ on Lender’s behalf as set out in the MSLAs attached as Appendices 6A and 6B are true and will continue to be true at all times until termination of ▇.▇. ▇▇▇▇▇▇’▇ authority to act as Lender’s agent as provided in this Agreement. Lender shall promptly identify to ▇.▇. ▇▇▇▇▇▇ by notice, which notice may be

▇.▇. ▇▇▇▇▇▇ represents and warrants that (i) assuming execution and delivery of this Agreement by Lender, this Agreement is ▇.▇. ▇▇▇▇▇▇’▇ legal, valid and binding obligation, enforceable in accordance with its terms, (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, and (iii) the execution, delivery and performance by it of this Agreement shall at all times comply with all laws and regulations applicable to it.

Lender to Provide Certain Information to ▇.▇. ▇▇▇▇▇▇

WHEN ▇.▇. ▇▇▇▇▇▇ IS LIABLE TO LENDER

Standard of Care; Liability

▇.▇. ▇▇▇▇▇▇ will use reasonable care in performing its obligations under this Agreement. ▇.▇. ▇▇▇▇▇▇ will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care.

▇.▇. ▇▇▇▇▇▇ will only be liable for Lender’s direct damages to the extent they result from ▇.▇. ▇▇▇▇▇▇’▇ fraud, negligence or willful misconduct in performing its duties as set out in this Agreement, or as a result of its indemnification obligations under Section 3.2 or the Indemnified Repo Addendum attached to this Agreement. Nevertheless, under no circumstances will ▇.▇. ▇▇▇▇▇▇ be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by

Lender will indemnify ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of ▇.▇. ▇▇▇▇▇▇ Indemnitees in connection with or arising out of ▇.▇. ▇▇▇▇▇▇’▇ performance under this Agreement (including without limitation any action taken or omitted by ▇.▇. ▇▇▇▇▇▇ in connection with enforcing Lender’s rights under the applicable MSLA, but excluding ▇.▇. ▇▇▇▇▇▇’▇ performance under Section 3.2 or the Indemnified Repo Addendum attached to this Agreement), provided the ▇.▇. ▇▇▇▇▇▇ Indemnitees have not acted with negligence or engaged in fraud or willful misconduct in connection with the Liabilities in question.

Lender agrees that ▇.▇. ▇▇▇▇▇▇ provides no service in relation to, and therefore has no duty or responsibility to question Instructions or make any suggestions to Lender or an Authorized Person regarding such Instructions.

▇.▇. ▇▇▇▇▇▇ may refrain from bringing any legal action or proceeding arising out of or in connection with any Loan until it shall have received such security as it may require for all costs, expenses (including legal fees) and Liabilities which it shall or may expend or incur in relation to that Loan.

Subject to subsection 7.1(a) and ▇.▇. ▇▇▇▇▇▇’▇ express obligations under Section 3.2 or the Indemnified Repo Addendum attached to this Agreement, ▇.▇. ▇▇▇▇▇▇ shall not be liable for any Liabilities arising out of the failure of any Borrower to fulfill the terms of any Loan or MSLA.

Force Majeure

▇.▇. ▇▇▇▇▇▇ May Consult With Counsel

▇.▇. ▇▇▇▇▇▇ Provides Diverse Financial Services and May Generate Profits as a Result

Responsibility for Certain Third Parties

Subject to 7.1 above. ▇.▇. ▇▇▇▇▇▇ may use third party delivery services and providers of information regarding matters such as pricing, and credit ratings. Although ▇.▇. ▇▇▇▇▇▇ will use reasonable care in the selection and retention of such third party providers, it will not be responsible for any errors or omissions made by them in providing the relevant information or services.

Notwithstanding anything contained in the Custody Agreement relating to ▇.▇. ▇▇▇▇▇▇’▇ liability for Subcustodians. ▇.▇. ▇▇▇▇▇▇ shall have no obligation under this Agreement for any Liabilities relating to custody and safekeeping which are sustained or incurred by Lender by reason of any action or inaction by any Securities Depository or a Tri-party Institution or their respective agents, assigns, successors or nominees. If Lender is damaged by the failure of a Securities Depository or a Tri-party Institution to properly fulfill its obligations with respect to Collateral or Securities, ▇.▇. ▇▇▇▇▇▇ shall provide reasonable cooperation with respect to any claim that Lender may choose to assert against the Securities Depository or Tri-party Institution in the matter.

Service Locations

TAXATION

Tax Filings

Tax Treatment

TERMINATION

Term and Termination

The initial term of this Agreement shall be for a period of one (1) year beginning on the date hereof, and unless this Agreement is terminated by notice from one party to the other at least thirty (30) days prior to the end of the then current one year term, the term of this Agreement shall extend automatically for additional, successive one year time periods, in each case with such new one year term beginning on the day after the last day of the prior one year time period. Following (he initial one year term, either party may also terminate this Agreement at any time on sixty (60) days’ written notice to the other.

Notwithstanding Section 9.1(a):

Either party may terminate this Agreement immediately on written notice to the other party if a material breach of this Agreement by the other party has not been cured within thirty (30) days’ of that party being given written notice of the material breach;

Either party may terminate this Agreement immediately on written notice to the other party upon the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure;

▇.▇. ▇▇▇▇▇▇ may terminate this Agreement on sixty (60) days’ written notice to Lender if J.P, ▇▇▇▇▇▇ reasonably determines that Lender has ceased to satisfy ▇.▇. ▇▇▇▇▇▇’▇ customary credit requirements;

Lender may terminate this Agreement on ten (10) days’ written notice to ▇.▇. ▇▇▇▇▇▇ if ▇.▇. ▇▇▇▇▇▇ exercises its right to amend the fees payable to it hereunder pursuant to Section 5.1(b); and

Lender may terminate this Agreement on thirty (30) days’ written notice to ▇.▇. ▇▇▇▇▇▇ if Lender’s Board of Trustees of Lender determines that Lender should cease making Loans.

Termination will not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.

Exit Procedure

MISCELLANEOUS

Notifications

Successors and Assigns

Interpretation

Entire Agreement

Insurance

Governing Law and Jurisdiction

Severability; Waiver; and Survival

If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired.

Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced.

The parties’ rights, protections, and remedies under this Agreement shall survive its termination

Confidentiality

Subject to Clause 10.8(b). ▇.▇. ▇▇▇▇▇▇ agrees (i) to hold all Confidential Information in strict confidence, (ii) not to provide Confidential Information, directly or indirectly, to any person other than as set forth in paragraph (b) and (iii) use the Confidential Information only for the purposes described herein

Lender authorizes ▇.▇. ▇▇▇▇▇▇ to disclose Confidential Information:

to its Affiliates and branches and any subcontractor, agent. Securities Depository, securities exchange, Tri-party Institution. Borrower, broker, third party agent, proxy solicitor, issuer, and. on an anonymous basis, industry benchmarking/analytics service providers or any other person, in each such case where ▇.▇. ▇▇▇▇▇▇ believes such disclosure is reasonably required in connection with ▇.▇. ▇▇▇▇▇▇’▇ provision of relevant services under this Agreement:

to its professional advisors, auditors or public accountants;

to any revenue authority or any governmental entity in relation to the processing of any tax relief claim: or

as required by law, regulation or order or requested by any governmental or regulatory body or authority or to defend or prosecute a claim brought against or by ▇.▇. ▇▇▇▇▇▇ or any of its representatives. In the event that ▇.▇. ▇▇▇▇▇▇ or any of its representatives is so requested or required by law. regulation or order to disclose any of the Confidential Information. ▇.▇. ▇▇▇▇▇▇ shall make reasonable efforts to provide Lender with prompt written notice, unless notice is prohibited by law. regulation or order, of any such request or requirement so that Lender may seek a protective order or other appropriate remedy; provided, however, that ▇.▇. ▇▇▇▇▇▇ shall not be required to notify Lender regarding any disclosure of any Confidential Information to a regulatory body or authority having jurisdiction over ▇.▇. ▇▇▇▇▇▇ or its affiliates in the course of such regulator’s examination or inspection.

Except as otherwise required by Applicable Law or as needed to enforce the terms of this Agreement, the parties shall hold the terms and conditions of this Agreement, including, without limitation, any commercial terms, in confidence.

Upon Lender’s written request, all copies of the Confidential Information will either be destroyed or promptly returned to the Client. That portion of the Notwithstanding the foregoing. ▇.▇. ▇▇▇▇▇▇ and any of its representatives may maintain copies of the Confidential Information, subject to the terms of this Agreement, as required by law or regulations or document retention policies applicable to ▇.▇. ▇▇▇▇▇▇ or such representatives.

The confidentiality obligation of each party will survive for one year after the termination of this Agreement.

Counterparts

No Third Party Beneficiaries

U.S. Based Borrowers

Lender
Approves
(Check all
that apply)

U.S. Based Borrowers

Lender
Approves
(Check all
that apply)

International Based Borrowers

Domicile

Lender Approves
(Check all that apply)

Cash. The following are acceptable currencies:

Government Securities. The following securities are acceptable under the terms of the Agreement:

US-FNMA, FHLMC, FHLB, FFCS – Debt securities issued by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal Home Loan Bank, and the Federal Farm Credit System,

Collateral Requirement

Type of Loan

Dollar denominated Securities secured by Dollar denominated government Securities¹ or Cash Collateral

Dollar denominated Securities secured by non-Dollar denominated government Securities or Cash Collateral

Non-Dollar denominated Securities secured by government Securities or Cash Collateral in the same denomination as the lent Securities

Non-Dollar denominated Securities secured by government Securities or Cash Collateral in a different denomination from the lent Securities

Dollar and Non-Dollar denominated Securities secured by equity Securities Collateral²

Government Securities Collateral forms are listed above in this Eligible Collateral Schedule.

Equity Securities Collateral forms are listed above in this Eligible Collateral Schedule

Market Conventions

Lending Account Name

ALL ASSET AGGRESSIVE - ALT 50 PORTFOLIO FMG LLC

ALL ASSET AGGRESSIVE - ALT 75 PORTFOLIO FMG LLC

ALL ASSET GROWTH - ALT 20 PORTFOLIO AXA ETF

ATM International Managed Volatility Portfolio - AllianceBernstein

ATM International Managed Volatility Portfolio - Blackrock

ATM Large Cap Managed Volatility Portfolio - AllianceBernstein

ATM Large Cap Managed Volatility Portfolio - Blackrock

ATM Mid Cap Managed Volatility Portfolio - AllianceBernstein

ATM Mid Cap Managed Volatility Portfolio - Blackrock

ATM Small Cap Managed Volatility Portfolio - AllianceBernstein

ATM Small Cap Managed Volatility Portfolio - Blackrock

AXA 2000 Managed Volatility Portfolio - Blackrock

AXA 2000 Managed Volatility Portfolio - AllianceBernstein

AXA 400 managed Volatility Portfolio - AllianceBernstein

AXA 400 managed Volatility Portfolio - Blackrock

Lending Account Name

AXA 500 managed Volatility Portfolio- AllianceBernstein

AXA 500 managed Volatility Portfolio- Blackrock

AXA Franklin Small Cap Value Managed Volatility Portfolio- Blackrock

AXA Franklin Small Cap Value Managed Volatility Portfolio- Franklin

AXA Global Equity Managed Volatility- Blackrock Portfolio-MSCI EAFE

AXA Global Equity Managed Volatility Portfolio- Blackrock S&P 500

AXA Global Equity Managed Volatility Portfolio- ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

AXA Global Equity Managed Volatility Portfolio- ▇▇▇▇▇▇▇▇▇▇▇

▇▇▇ International Core Managed Volatility- ▇▇▇▇▇▇▇

AXA International Core Managed Volatility Portfolio- Blackrock

AXA International Core Managed Volatility Portfolio- FMG LLC ETF

AXA International Core Managed Volatility Portfolio- MFS

AXA International Core Managed Volatility Portfolio- Wentworth

AXA International Managed Volatility- AllianceBernstein

AXA International Managed Volatility Portfolio- Blackrock

AXA International Value Managed Volatility-Blackrock

AXA International Value Managed Volatility Portfolio- Northern Cross

AXA Large Cap Core Managed Volatility Portfolio- Capital Guardian

AXA Large Cap Core Managed Volatility Portfolio- FMG LLC ETF

AXA Large Cap Core Managed Volatility Portfolio- ▇▇▇▇▇▇▇▇▇

AXA Large Cap Core Managed Volatility Portfolio- ▇▇▇▇▇▇ ▇▇▇▇▇▇

AXA Large Cap Core Managed Volatility Portfolio-Blackrock

AXA Large Cap Growth Managed Volatility- Blackrock

AXA Large Cap Growth Managed Volatility Portfolio- FMG LLC ETF

AXA Large Cap Growth Managed Volatility Portfolio- ▇▇▇▇▇▇▇

AXA Large Cap Growth Managed Volatility Portfolio-▇▇▇▇▇ Fargo

AXA Large Cap Growth Managed Volatility- T ▇▇▇▇

AXA Large Cap Value Managed Volatility Portfolio-AllianceBernstein Active

AXA Large Cap Value Managed Volatility Portfolio-AllianceBernsten ATM

AXA Large Cap Value Managed Volatility Portfolio-Blackrock

AXA Large Cap Value Managed Volatility Portfolio-FMG

AXA Large Cap Value Managed Volatility-MFS

AXA ▇▇▇▇▇▇ ▇▇▇▇▇▇ Growth

AXA Mid Cap Value Managed Volatility-Blackrock

AXA Mid Cap Value Managed Volatility Portfolio-FMG LLC ETF

AXA Mid Cap Value Managed Volatility Portfolio-Wellington

AXA Mid Cap Value Managed Volatility Portfolio- Diamond Hill

AXA Multimanager Aggressive Equity Portfolio-AllianceBernstein - ATM

AXA Multimanager Aggressive Equity Portfolio-ClearBridge

AXA Multimanager Aggressive Equity Portfolio-▇▇▇▇▇▇▇

AXA Multimanager Aggressive Equity Portfolio-Scotia Institutional Asset Management US LTD

AXA Multimanager Aggressive Equity Portfolio-▇. ▇▇▇▇ Price

AXA Multimanager Aggressive Equity Portfolio-Westfield

AXA Multimanager Core Bond Portfolio-BlackRock

Lending Account Name

AXA Multi manager Core Bond Portfolio - PIMCO

AXA Multimanager Core Bond Portfolio - SSgA

AXA Multimanager Core Bond Portfolio- Doubleline

AXA Multimanager Mid Cap Growth Portfolio - AllianceBernstein

AXA Multimanager Mid Cap Growth Portfolio - BlackRock

AXA Multi manager Mid Cap Growth Portfolio - Franklin

AXA Multimanager Mid Cap Growth Portfolio - Wellington

AXA Multimanager Mid Cap Value Portfolio - BlackRock

AXA Multimanager Mid Cap Value Portfolio - Diamond Hill

AXA Multimanager Mid Cap Value Portfolio - Knightsbridge

AXA Multimanager Mid Cap Value Portfolio - Lord ▇▇▇▇▇▇

AXA Multimanager Technology Portfolio - Allianz

AXA Multimanager Technology Portfolio - SSgA

AXA Multimanager Technology Portfolio - Wellington

AXA Mutual Large Cap Equity Managed Volatility- Franklin

AXA Mutual Large Cap Equity Managed Volatility Portfolio- Blackrock

AXA SMART BETA EQUITY PORTFOLIO AXA ▇▇▇▇▇▇▇▇▇

AXA/AB Dynamic Growth Portfolio

AXA/AB Dynamic Moderate Growth Portfolio

AXA/AB Short Duration Government Bond Portfolio

AXA/AB Small Cap Growth Portfolio- Passive

AXA/AB Small Cap Growth Portfolio-Active

AXA/Doubleline Opportunistic Core Plus Bond Portfolio

AXA/Franklin ▇▇▇▇▇▇▇▇▇ Balanced Managed Volatility- Franklin

AXA/Franklin ▇▇▇▇▇▇▇▇▇ Balanced Managed Volatility Portfolio- Blackrock

AXA/Franklin ▇▇▇▇▇▇▇▇▇ Balanced Managed Volatility Portfolio- Blackrock S& P 500

AXA/▇▇▇▇▇▇▇ Sachs Strategic Allocation Portfolio

AXA/Horizon Small Cap Value Portfolio

AXA/Horizon Small Cap Value Portfolio-Blackrock

AXA/lnvesco Strategic Allocation Portfolio

AXA/Lord ▇▇▇▇▇▇ Micro Cap Portfolio

AXA/Lord ▇▇▇▇▇▇ Micro Cap Portfolio -Blackrock

AXA/▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Small Cap Growth Portfolio

AXA/▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Small Cap Growth Portfolio-Blackrock

AXA/Pacific Global Small Cap Value Portfolio

AXA/Pacific Global Small Cap Value Portfolio-Blackrock

AXA/Templeton Global Equity Managed Volatility- Franklin

AXA/Templeton Global Equity Managed Volatility Portfolio- Blackrock MSCI EAFE

AXA/Templeton Global Equity Managed Volatility Portfolio- Blackrock S&P 500

EQ/All Asset Aggressive -Alt 25Portfolio- AXA FMG ETF

EQ/All Asset Moderate Growth-Alt 15 Portfolio-AXA FMG ETF

EQ/BlackRock Basic Value Equity Portfolio

EQ/Boston Advisors Equity Income Portfolio

EQ/▇▇▇▇▇▇▇ Socially Responsible Portfolio

EQ/Capital Guardian Research Portfolio

Lending Account Name

EQ/Common Stock Index Portfolio - AllianceBernstein

EQ/CONVERTIBLE SECURITIES PORTFOLIO PALISADE CAPITAL MANAGEMENT LLC

EQ/CONVERTIBLE SECURITIES PORTFOLIO FMG LLC

EQ/Core Bond Index Portfolio - FMG LLC

EQ/Core Bond Index Portfolio - SSgA

EQ/Emerging Markets Equity Plus Portfolio-Alliance ▇▇▇▇▇▇▇▇▇ Passive

EQ/Emerging Markets Equity Plus Portfolio- AXA FMG

EQ/Emerging Markets Equity Plus Portfolio- ▇▇▇▇▇▇▇ Partners LLC

EQ/ENERGY ETF PORTFOLIO

EQ/Equity 500 Index Portfolio - AllianceBernstein

EQ/GAMCO Mergers and Acquisitions Portfolio

EQ/GAMCO Small Company Value Portfolio

EQ/Global Bond PLUS Portfolio - BlackRock

EQ/Global Bond PLUS Portfolio - FMG LLC

EQ/Global Bond PLUS Portfolio - ▇▇▇▇▇ Capital

EQ/High Yield Bond Portfolio - AXA Investment Managers

EQ/High Yield Bond Portfolio - FMG LCC

EQ/High Yield Bond Portfolio- Post

EQ/lntermediate Government Bond Index Portfolio - FMG LLC

EQ/lntermediate Government Bond Index Portfolio - SSgA

EQ/lnternational Equity Index Portfolio - AllianceBernstein

EQ/INVESCO ▇▇▇▇▇▇▇▇ PORTFOLIO

EQ/Large Cap Growth Index Portfolio - AllianceBernstein

EQ/Large Cap Value Index Portfolio - SSgA

EQ/LOW VOLATILITY GLOBAL ETF PORTFOLIO

EQ/MFS International Growth Portfolio

EQ/Mid Cap Index Portfolio - SSgA

EQ/Money Market Portfolio - Dreyfus

EQ/▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mid Cap Growth Portfolio

EQ/Natural Resources Plus Portfolio- Alliance ▇▇▇▇▇▇▇▇▇ Passive

EQ/▇▇▇▇▇▇▇▇▇▇▇ Global Portfolio

EQ/PIMCO Real Return Portfolio

EQ/PIMCO Ultra Short Bond Portfolio

EQ/Quality Bond PLUS - PIMCO

EQ/Quality Bond PLUS Portfolio - AllianceBernstein

EQ/Quality Bond Plus Portfolio- Alliance ▇▇▇▇▇▇▇▇▇ Passive

EQ/Real Estate PLUS Portfolio-AllianceBernstein - Passive

EQ/Real Estate PLUS Portfolio- FMG LLC

EQ/Real Estate PLUS Portfolio- PIMCO

EQ/Small Company Index Portfolio - AllianceBernstein

EQ/▇. ▇▇▇▇ Price Growth Stock Portfolio

EQ/UBS Growth and Income Portfolio

EQ/▇▇▇▇▇ Fargo Omega Growth Portfolio - ▇▇▇▇▇ Capital

Number

Lending Markets

Lender Approves
(Check All That Apply)

Additional Market

Requirements

Yes - refer to

Addendum (I) below

Yes - An additional agreement is required. Please contact your Sales Specialist or Relationship Manager for additional

information.

Yes - refer to

Addendum (V) below

Yes - refer to

Addendum (II) below

Yes - refer to

Addendum (III) below

Yes - refer to

Addendum (III) below

Yes - refer to

Addendum (III) below

Yes - refer to

Addendum (VI) below

Addendum (IV) below      

▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇

▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇

✓

Australia

With regards to any Institutional Share Offering (“ISO”) offered by an Australian issuer to Lender, Lender shall be solely responsible for informing ▇.▇. ▇▇▇▇▇▇ that Lender has (a) been invited to participate in such ISO and (b) intends to, or otherwise, exercise any rights in relation to Securities on Loan.

Lender hereby acknowledges that due to the nature of an ISO, ▇.▇. ▇▇▇▇▇▇ will be unaware of such ISO arising and will therefore rely solely on Lender’s notification provided in (a) above.

Subject to Clause 4 hereof (Instructions), Lender must provide election Instructions to ▇.▇. ▇▇▇▇▇▇:

prior to market expiry where the timing of the ISO announcement makes it reasonably practicable to permit election Instructions to be given prior to such market expiry; and

in all other cases, prior to the applicable Cut-Off Time.

▇.▇. ▇▇▇▇▇▇ shall not be liable to Lender in the event that:

Lender does not provide to ▇.▇. ▇▇▇▇▇▇ any election Instructions; or

Lender fails to provide ▇.▇. ▇▇▇▇▇▇ with timely election Instructions with respect to such an ISO, and ▇.▇. ▇▇▇▇▇▇ in its sole discretion does not take any action in relation to such election Instructions; or

election Instructions were received by Borrower after market expiry of the ISO and Borrower is unable to accept such election Instructions.

Greece

Hungary, Japan, Mexico, Singapore

Hungary

Japan

Mexico

Singapore

Turkey

Turkish equities in the Lending Account were purchased after 1^st January, 2006 and are not subject to the “Non Resident Investment Fund” regime; and

Turkish bonds in the Lending Account were issued after 1^st January, 2006,

France

Thailand

i.e. writing, telephone or facsimile

“All”, “No limit” or similar phrases would include authority to issue instructions relating to foreign exchange.

Type of Instruction

Cut-off Time

▇.▇. ▇▇▇▇▇▇ shall permit Lender and its Authorized Persons to access electronically the applications and products listed on Exhibit I to this Agreement (the “Products’’). ▇.▇. ▇▇▇▇▇▇ reserves the right to modify this Schedule 9 and, subject to the terms and conditions of the Agreement, the products and services available through the Products, upon notice to Lender. ▇.▇. ▇▇▇▇▇▇ shall endeavor to give Lender reasonable notice of its termination or suspension of access hereunder to any Product, but may do so immediately upon written notice to Lender if ▇.▇. ▇▇▇▇▇▇ determines, in its sole discretion, that providing access to such Product would violate Applicable Law or that the security or integrity of such Product is at risk.

In consideration of the fees paid by Lender to ▇.▇. ▇▇▇▇▇▇ and subject to any applicable Software License Addendum in relation to ▇.▇. ▇▇▇▇▇▇ owned or sublicensed Software provided for a particular Application. ▇.▇. ▇▇▇▇▇▇ grants to Lender and, where applicable, its Authorized Persons on the terms of this Schedule 9 a non-exclusive license to use the Products and the information and data mad, available to Lender through the Products (the “Data”) for the sole use of Lender. Lender may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein or any hyperlink or other reference to any such notice.

The rights and obligations of the parties with respect to the provision of certain cash products and services via the Products shall also be governed, to the extent not governed by this Agreement, by ▇.▇. ▇▇▇▇▇▇’▇ terms and conditions relating to such products and services, as the same may be amended from time to time (the “Product Terms”). If and to the extent that there is a conflict between the Product Terms and this Schedule 8, the provisions of this Schedule 8 shall prevail.

Lender acknowledges that there are certain security, corruption, transaction error and access availability risks associated with using open networks such as the internet, and Lender hereby expressly assumes such risks. Lender shall make its own independent assessment of the adequacy of the internet and of the security procedures made available by ▇.▇. ▇▇▇▇▇▇. Lender acknowledges and agrees that the selection and use

In cases where ▇.▇. ▇▇▇▇▇▇’▇ web site is unexpectedly down or otherwise unavailable, ▇.▇. ▇▇▇▇▇▇ shall provide other appropriate means for the Customer or its Authorised Persons to instruct ▇.▇. ▇▇▇▇▇▇ or obtain reports from ▇.▇. ▇▇▇▇▇▇. Provided that ▇.▇. ▇▇▇▇▇▇ reasonably provides such other means, ▇.▇. ▇▇▇▇▇▇ shall not be liable for any Liabilities arising out of the inability to instruct or communicate using the ▇.▇. ▇▇▇▇▇▇’▇ web site in the absence of the ▇.▇. ▇▇▇▇▇▇’▇ ▇▇▇▇▇ negligence or wilful misconduct..

Lender shall use (and procure that its affiliates. Authorized Persons, and other agents will use) appropriate and up to date products that are commercially available to protect their respective systems and associated files and data from the threat of computer viruses and other similar destructive software elements (“Viruses”) and to minimize the risk of transmission of Viruses between the parties

Lender shall promptly and accurately designate in writing to ▇.▇. ▇▇▇▇▇▇ the geographic location of its users from time to time. Lender further represents and warrants to ▇.▇. ▇▇▇▇▇▇ that Lender shall not access the service from any jurisdiction which ▇.▇. ▇▇▇▇▇▇ informs Lender or where Lender has actual knowledge that the service is not authorized for use due to local regulations or laws.

Lender shall be responsible for the compliance of its Authorized Persons with the terms of this Schedule 8.

Name of Application

Description

JPMorgan ACCESS Dashboard

Views Portfolio Reporting

Provides Customer portfolio reporting on an intra-day, close-of-business or historical basis.

Customers may choose from standard board-room quality reports, or create and save customized reports to satisfy their unique reporting requirements.

For the purposes of this Addendum, the following terms shall have the following meanings:

If the Permitted Counterparty fails to repurchase Purchased Securities in any Transaction pursuant to a Repo Event of Default under the terms of the Master Repurchase Agreement. ▇.▇. ▇▇▇▇▇▇ shall take action as appropriate in accordance with the terms of the Master Repurchase Agreement, general market practice and ▇. ▇. ▇▇▇▇▇▇’▇ reasonable judgment.

(i) In addition to the actions described in section 2(a) and after the expiration of any reasonable and customary grace period, if any, if the Permitted Counterparty with respect to any Transaction effected under the Repurchase Agreement fails to repurchase Purchased Securities on the Repurchase Date or if any other Repo Event of Default under the Master Repurchase Agreement applicable to the Permitted Counterparty shall have occurred and be continuing under the Master Repurchase Agreement, then ▇.▇. ▇▇▇▇▇▇ shall, at its expense, but subject to this Addendum, deposit the difference between the Repurchase Price and the Market Value of the Purchased Securities on the date of the Repo Event of Default into the Lender’s cash account, as soon as practicable.

the act or omission or insolvency of any Securities Depository or Tri-party Institution, other than ▇.▇. ▇▇▇▇▇▇ or any of its Affiliates in the case of insolvency of a Tri-party Institution; provided however, that ▇.▇. ▇▇▇▇▇▇ shall have met its standard of care as described in Section 7.1(a) of the Agreement and complied with its obligations in the Tri-party Agreement; or

▇.▇. ▇▇▇▇▇▇ reliance on incorrect prices of the Purchased Securities provided by a pricing vendor, provided, however, that ▇.▇. ▇▇▇▇▇▇ shall have met its standard of care as described in Section 7.1(a) of the Agreement with respect to reviewing the reasonableness of any such price.

Application of Collateral ‘Assignment of Rights

In the case of a Repo Event of Default. any Purchased Securities and any proceeds of Purchased Securities shall be applied as follows: first to reimburse ▇.▇. ▇▇▇▇▇▇ for any and all amounts expended in complying with its obligations under section 2(b), second to any other amounts owed by the Permitted Counterparty to Lender under the Master Repurchase Agreement.

▇.▇. ▇▇▇▇▇▇ shall be subrogated to. and Lender shall assign and be deemed to have assigned to ▇.▇. ▇▇▇▇▇▇, all of its rights in, to and against the Permitted Counterparty (and the guarantor, if any, of the Master Repurchase Agreement) (i) in respect of such Master Repurchase Agreement to the extent of any payment or purchase made by ▇.▇. ▇▇▇▇▇▇ under section 2(b) (or otherwise made to Lender by ▇.▇. ▇▇▇▇▇▇ on behalf of the affected Permitted Counterparty under the Master Repurchase Agreement), and (ii) subject to Lender’s rights under section 2(b), any Purchased Securities provided by Permitted Counterparty in respect of such Transaction, and all proceeds of such Transactions, including any Purchased Securities and proceeds remaining after

PERMISSIBLE INVESTMENTS: Both fixed-income securities and other instruments with debt-like characteristics on a fixed rate⁷ and floating rate⁸ basis are permitted, including:

U.S. Treasury Securities ¹⁵

CATEGORY NOT APPROVED FOR INVESTMENT

Non-U.S. Sovereign Government Securities ¹¹

CATEGORY NOT APPROVED FOR INVESTMENT

U.S. Government Sponsored Securities or Obligations ¹⁴

CATEGORY NOT APPROVED FOR INVESTMENT

Non-US Sovereign Agency Securities or Obligations ^11a

CATEGORY NOT APPROVED FOR INVESTMENT

Corporate Securities or Obligations, not subordinated ¹

CATEGORY NOT APPROVED FOR INVESTMENT

Debt Securities or Obligations issued by Financial Institutions ²

CATEGORY NOT APPROVED FOR INVESTMENT

Structured Credit Securities issued by SPVs, Conduits or under similar structures backed by U.S.

CATEGORY NOT APPROVED FOR INVESTMENT

Structured Credit Securities issued by SPVs, Conduits or under similar structures, not subordinated ¹²

CATEGORY NOT APPROVED FOR INVESTMENT

Debt Securities issued by Supranational issuers, not subordinated ³

CATEGORY NOT APPROVED FOR INVESTMENT

Reverse Repurchase Agreements (Reverse Repos) ⁹ - See Appendix A

CATEGORY APPROVED FOR INVESTMENT

Money Market Mutual Funds

Shares of a U.S. SEC-Regulated Money Market Fund ¹⁶

2a-7 money market mutual funds

Non-2a-7 money market mutual funds

Shares of a Short Term Money Market Fund as defined by the European Securities and Markets Authority ¹⁷

Shares of a money market managed investment scheme registered by the Australian Securities and Investments Commission (ASIC) ¹⁸

Refer to Appendix B for non-standard clauses pertaining to this category

Collateral must be denominated in the same currency as the investment

Permissible investments are approved to be acquired through ▇.▇. ▇▇▇▇▇▇ or any of its affiliates

Shares of a Money Market Mutual Fund managed by ▇.▇. ▇▇▇▇▇▇ or any of its affiliates are permissible

Reverse Repurchase agreements with ▇.▇. ▇▇▇▇▇▇ or any of its affiliates as a counterparty are permissible

CONCENTRATION GUIDELINES

There shall be no concentration limitation on (j), and (k). See section A.1.

For purposes of these guidelines, the term “issuer” means a given entity and its affiliates and an “affiliate” of an issuer means an entity controlling, controlled by, or under common control with, the issuer.

MATURITY GUIDELINES

RATINGS GUIDELINES - all ratings referred to in Section D refer to the rating defined at the time of purchase.

Ratings

An investment without its own rating shall be considered to be rated if the issuer thereof is rated with respect to: (i) a class of short-term debt obligations, in the case of short-term ratings, or (ii) a class of long-term debt obligations, in the case of long-term ratings and in that case shall be deemed to bear the rating of the corresponding rated obligation.

Ratings Downgrades: In the event that a rating is downgraded by an NRSRO below the minimum requirement as indicated in section D: Ratings Guidelines, JPMorgan shall notify the Lender and await instructions as to whether the affected security or instrument should be sold. In the absence of a contrary instruction, JPMorgan shall take no action with respect to the downgraded security or instrument. In no event shall JPMorgan be liable for any consequences of a rating downgrade, including, but not limited to, retention of the affected security or instrument in the absence of a sale instruction from the Lender.

Some ratings may contain an annotation alongside the rating (for example: AAAm (S&P), Aaa-mf (Moody’s), or AAAmmf (Fitch) for Money Market Mutual Funds) to denote the relevant rating agency has assigned the rating according to its specific criteria for the instrument.

U.S. Treasury Securities ¹⁵

‘CATEGORY NOT APPROVED FOR INVESTMENT’

Non-US Sovereign Government Securities ¹¹

‘CATEGORY NOT APPROVED FOR INVESTMENT’

U.S. Government Sponsored Securities or Obligations ¹⁴

‘CATEGORY NOT APPROVED FOR INVESTMENT’

Non-US Sovereign Agency Securities or Obligations ^11a

‘CATEGORY NOT APPROVED FOR INVESTMENT’

Corporate Securities or Obligations, not subordinated ¹

‘CATEGORY NOT APPROVED FOR INVESTMENT’

Debt Securities issued by Financial Institutions or Obligations of Financial Institutions ²

‘CATEGORY NOT APPROVED FOR INVESTMENT’

Structured Credit Securities issued by SPVs, conduits or under similar structures backed by U.S. Government Agencies or U.S. Government-Sponsored Enterprises ¹⁰

‘CATEGORY NOT APPROVED FOR INVESTMENT’

Structured Credit Securities issued by SPVs, conduits or under similar structures, not subordinated ¹²

‘CATEGORY NOT APPROVED FOR INVESTMENT’

Debt Securities issued by Supranational Entities, not subordinated ³

‘CATEGORY NOT APPROVED FOR INVESTMENT’

Reverse Repurchase Agreements ⁹ (Reverse Repos)

Money Market Mutual Funds

Minimum Short Term Ratings:

Minimum Long Term Ratings:

Reverse Repo Collateral

Reverse Repo Collateral. Type
IMPORTANT NOTE: Includes ALL of the following -

Category
Approved

1.  U.S. Treasury Securities¹⁵

•  U.S. Treasury Bills, Notes and Bonds^15a

•  U.S. Treasury Strips^15b

•  U.S. Treasury Inflation Protected Issues (TIPS) ^15c

2.  GNMA Mortgage Backed Securities (MBS) (also includes #1)

•  GNMA Mortgage Backed Securities (MBS)^10a

3.  U.S. Government Sponsored Securities or Obligations¹⁴

(also includes #1 & #2)

•  Federal National Mortgage Association (FNMA)

•  Federal Home Loan Bank (FHLB)

•  Federal Home Loan Mortgage Corp. (FHLMC)

•  Federal Farm Credit System (FFCB)

4.  U.S. Government Sponsored MBS and Structured Credit Securities, including CMOs & REMICs, issued by SPVs, conduits or under similar structures backed by U.S. Government Agencies or U.S. Government-Sponsored Enterprises ¹⁰ (also includes #‘s 1 - 3)

•  U.S. Government Sponsored Security MBS and Structured Credit Securities, including CMOs & REMICs, issued by SPVs, conduits or under similar structures backed by U.S. Government Agencies or U.S. Government-Sponsored Enterprises, as defined within glossary

5.  Supranationals ³/Non-US Agencies^11a (also includes # 1-4)

•  Domicile of agency is within the EU or OECD.

Subject to a minimum rating of S&P AA- or Moody’s Aa3 or Fitch AA-

6.  Money Market Instruments (also includes #‘s 1- 4)

•  Underlying assets including, but not limited to: Commercial paper, promissory notes, CDs

Subject to a minimum rating of S&P A1 and Moody’s P1

7.  Corporate Securities or Obligations¹ (also includes #‘s 1- 4)

•  Corporate Bonds

•  Medium Term Notes

Subject to a minimum rating of S&P AA- and Moody’s Aa3

8.  Structured Credit Securities issued by SPVs, conduits or under similar structures¹²(also includes #’s 1- 4)

•  Private label Collateralized Mortgage Obligations (CMOs), Mortgage Backed Securities (MBS’s) and Real Estate Mortgage Investment Conduits (REMIC’s); assets may include:

•  Residential mortgage related and can be either senior or subordinated obligations.

•  Aircraft equipment financing

•  Automobile financing

•  Credit card receivables

•  Student loans

•  Equipment leases

Subject to a minimum rating of S&P AAA and Moody’s Aaa

9.  Municipal Securities (also includes #’s 1- 4)

•  Municipal Bonds

Subject to a minimum rating of S&P AA- or Moody’s Aa3 or Fitch AA-

10.  U. S. Equity⁴ Securities (also includes #1)

•  Equity shares participating in the following indices:

•  Russell 3000

Lender
Approves
(Check all
that apply)

Lender
Approves
(Check all
that apply)

International Based Borrowers