a.

The Lender hereby appoints the Agent, and the Agent hereby accepts its appointment, as the Lender’s securities lending agent with the duties and obligations set forth in this Agency Agreement.  No covenants or obligations not set forth herein shall be implied as a result of this Agency Agreement. 

b.

The Lender hereby authorizes and directs the Agent to arrange and administer loans of securities (the “Loans”) maintained in the Lender’s accounts or as agreed upon by the parties from time to time (those accounts listed in Exhibit A, the “Designated Accounts” and the assets and securities contained therein, the “Securities”).  Securities that are the subject of a Loan shall be referred to as “Loaned Securities”.  

c.

The Lender hereby authorizes and directs that the Agent may pool assets and securities from the Designated Accounts with those of other lenders that are clients of the Agent for the purpose of arranging the Loans; provided that Agent shall account for each Loan separately at all times. In this regard, the Lender acknowledges that the Agent may utilize one or more omnibus securities accounts, opened on its own books for the account of its customers (the “Administration Account(s)”), for these purposes. Assets and securities of the Lender in the Administration Account(s) will not be Loaned Securities and such assets and securities will be treated as safe custody assets in accordance with ’Applicable Law (as hereinafter defined).  The Administration Account shall be designated so as to make it clear that the assets and securities belong to the Lender and other customers of the Agent and the assets and securities held in the Administration Account will be segregated from the Agent’s own assets.  

d.

The Lender hereby authorizes and instructs the Agent to enter into Loans on behalf of the Lender with the entities identified in Schedule I hereto or as otherwise identified by the Lender in writing from time to time (each, a “Borrower”).   

e.

Prior to arranging a Loan of Securities with a Borrower, the Agent will, on behalf of the Lender, enter into lending agreements substantially in the form of the market standard agreements in the relevant market, security agreements and, where prudent in respect of Loaned Securities in certain markets including but not limited to Brazil, Korea, Malaysia, Thailand and Taiwan,

2.

The Agent’s Services.In addition to the foregoing, the Lender hereby authorizes the Agent to perform the following functions: 

a.

To negotiate rebates and/or lending fees with the Borrowers. 

b.

To collect from Borrowers the cash, securities or other financial instruments that will serve as collateral for the Loans (“Collateral”).  The Lender hereby authorizes and instructs the Agent to accept on behalf of the Lender as Collateral for Loans the types of cash, securities or other financial instruments identified in Schedule II to this Agency Agreement. The Agent shall ensure at all times that Collateral meets the parameters in Schedule II and shall promptly notify the Lender of any deficiency and cure steps taken, provided that no notice shall be required for non-material deficiencies that do not result in unsecured exposure and that are fully cured by the end of the next business day.  

c.

To enter into and sign, as agent for the Lender, such documents and instruments, including but not limited to repurchase agreements, tri-party agreements, subscription agreements, asset management agreements or other relevant agreements as are required for the investment of Collateral.  The Lender agrees to be bound to the terms of any such agreement, and any such agreement shall be consistent with, and strictly limited by, the investment guidelines in Schedule III and the Agent shall not delegate or sub-delegate discretionary investment authority except as expressly permitted therein. 

d.

To hold in custody under the terms of Lender’s custody agreement with Citi (if applicable), or to enter into any required agreement with a third party custodian that will hold in custody, any and all Collateral delivered by the Borrowers in respect of Loans.  Subject to the terms hereof, Collateral held by the Agent shall be recorded on the Agent’s books and records as being maintained solely for the benefit of Lenders and segregated from the Agent’s own assets.  The parties agree to the additional terms outlined in Exhibit B to govern Agent’s safekeeping, asset servicing and settlement activities on behalf of Lender and the Agent shall remain responsible for the reasonable selection, oversight and monitoring of any sub-custodians or tri-party agents it appoints, and shall be liable for their acts or omissions to the same extent as for its own except to the extent such acts or omissions arise from fraud or willful misconduct of such vendor that could not reasonably have been discovered by the Agent in the exercise of reasonable care in its selection, oversight and monitoring obligations hereunder. 

e.

If requested by the Lender, to invest on the Lender’s behalf all cash Collateral delivered by Borrowers in respect of the Loans.   The Lender hereby authorizes and instructs the Agent to invest cash Collateral pursuant to the guidelines outlined on Schedule III to this Agency Agreement.  The Agent shall invest and re-invest cash Collateral in accordance with Schedule III or as otherwise instructed by the Lender, and shall perform its obligations under this Section 2(e) subject to and in accordance with the standard of care set forth in Section 4(a) of this Agency Agreement. Any breach of Schedule III caused by the Agent in accordance with this Section 2(e) shall be promptly

f.

To perform daily the “mark-to-market” function described in the Lending Agreements as the Lender’s agent and to request and return Collateral as contemplated in the Lending Agreements.  The Lender acknowledges that the Agent will calculate the value of Loaned Securities and Collateral by reference to information provided by recognized pricing services, and shall have no liability for any errors or omissions in such except to the extent resulting from the Agent’s failure to act in good faith or to exercise reasonable care in addressing prices that are manifestly erroneous on their face. 

g.

To collect or arrange for the collection of any interest, dividends or other distributions or other payments of any kind on Loaned Securities (including but not limited to manufactured dividends, if any, and other distributions due to the Lender in respect of the Loan) and pay the same to the Lender. 

h.

To: (i) terminate or modify any Loan at any time, (ii) terminate its responsibility and obligations as the Agent as to any Loan’ provided that such termination shall not limit or impair the Agent’s indemnification, liability or other continuing obligations with respect to that Loan, and (iii) review and delete any Borrowers and/or investment counterparties at any time in a manner that is fair and equitable among similarly situated clients. 

i.

If requested by Lender, to negotiate a fee payable by a Borrower to Lender consistent with Schedule IV to hold securities maintained in the Designated Accounts in reserve for possible future borrowing by a Borrower (a “Pay-to-Hold Reservation” or “PTH Reservation“).  

j.

Termination of Loans; Voting Rights. 

(ii)

The Agent is directed to arrange only such Loans as are terminable, in whole or in part, at any time, for any reason or for no reason, without penalty. Lender may approve Loans that do not meet the foregoing condition in writing from time to time. 

(iii)

Upon termination of a Loan, in whole or in part, the Agent shall require each Borrower to return the Loaned Security within the standard settlement time then prevailing in the relevant market for such Loaned Security. 

(iv)

The Lender or its investment adviser shall monitor each Loaned Security to determine whether it would be in the best interests of the Lender to vote on any corporate action with respect to the issuer of any Loaned Security. If a material matter affecting the issuer of a Loaned Security is expected to be voted on which the Lender or its investment adviser believes should, in the best interests of the Lender, be voted, then the Lender its investment adviser  may instruct the Agent to recall the Loaned Security. 

3.

Representations and Warranties. 

a.

The Lender and the Agent each hereby represent and warrant that, throughout the term of this Agency Agreement, and for as long thereafter as a Loan is outstanding: (i) Each party is authorized, under the terms of its organizational documents (including, without limitation, its certificate of incorporation, memorandum and articles of association and bylaws), the terms of any agreements with any third party, and the laws, rules and regulations that govern it, to enter into this Agency Agreement and be bound thereby, to enter into the Loans, and to invest cash received as Collateral, in the case of the Lender as principal and in the case of the Agent as agent; and (ii) The person

b.

Lender represents and warrants that, throughout the term of this Agency Agreement, and as long thereafter as a Loan is outstanding: (i) at the time any Loan is made, the Securities in the Designated Accounts are free and clear of all liens and encumbrances except as may be set forth in a custody agreement with Citibank, N.A., and the Lender has full right, title and interest in and to and has not transferred, assigned or encumbered any interest or rights with respect to the Securities, this Agency Agreement, the Lending Agreements or transactions contemplated hereby or thereby; and (ii) the Lender is not relying on the Agent to advise it on the suitability for the Lender of entering into any of the Lending Agreements nor the creditworthiness of any particular Borrower. 

c.

Both parties agree that the representations and warranties contained in this Section 3 shall be ongoing in nature, and shall continue throughout the term of this Agency Agreement.  If, during the term of this Agency Agreement, either party has reason to believe that any representation or warranty made hereunder is or soon will not be true and correct, then that party is obliged to notify the other party thereof as soon as reasonably practicable. 

a.

Subject to the limitations contained in Section 5 of this Agency Agreement, the Agent will not be liable for any loss or damage suffered by the Lender unless such loss or damage results from the Agent’s negligence, willful misconduct or fraud, but excluding therefrom any portion of that loss or damage attributable to the actions or inactions of Lender (or its delegate). 

b.

If there occurs an event of default by the Borrower under a Lending Agreement, which in the sole discretion of the Agent is not a result of an error or omission of an administrative or operational nature and which event terminates a Loan, the Agent shall indemnify the Lender and liquidate the Collateral for its use in connection with this indemnification and either: (i) replace the Loaned Securities or purchase “Equivalent Securities” as that term is defined in the relevant Lending Agreement; or (ii) pay an amount that is equal to the value of the Loaned Securities at the time at which the Loaned Securities were due to have been returned by the Borrower, or, if at such time a value is not determinable, the latest prior time at which a value is determinable. In the case of securities which have been suspended, delisted or officially declared worthless, the prior sentence shall not require the Loaned Securities to be valued at a price which is not reflective of their current value. 

c.

The Lender agrees to indemnify and hold harmless the Agent from and against any and all damages, losses, costs, Taxes (as hereinafter defined) and fees incurred by the Agent that result from: (i) any action taken or omitted to be taken by the Agent pursuant to the terms of this Agency Agreement, or the Lending Agreements; or (ii) as a consequence of carrying out any instructions of the Lender, including, without limitation, instructions transmitted orally, by telephone, telex, facsimile transmission or any other means agreed to between the Lender and the Agent; provided that the Lender shall not indemnify the Agent pursuant to Section 4 of this Agency Agreement to the extent that any such damages, losses, costs, Taxes or fees incurred result from the Agent’s negligence or willful misconduct or fails to comply with agreed-upon security procedures under Section 9 of this Agency Agreement, but excluding therefrom any portion of that loss or damage attributable to the actions or inactions of Lender (or its delegate). 

5.

Limitation of Liability. 

a.

Agent’s liability under Section 4.a of this Agency Agreement, whether to the Lender or any creditor of the Lender shall be limited to an amount equal to the market value of the securities that are the subject of the loan, investment or transaction to which the damage relates calculated at the time of the alleged act or omission giving rise to the loss.   

b.

Under no circumstances shall Agent be liable for (i) special, consequential or indirect damages, lost profits or loss of business, (ii) any liability incurred as a result of the actions or inactions of any depositories, pricing agencies, triparty custodians  or third party custodians, except to the extent selected or supervised by the Agent without reasonable care; (iii) any loss arising as a result of any law, regulation, decree, order or governmental act that prevents or limits the performance of the Agent’s duties and obligations (including the suspension of trading), except insofar as that decree, order or governmental act is imposed as a sanction against Agent due to an act or omission of the Agent in violation of Applicable Law (as hereinafter defined) provided that the Lender shall not indemnify the Agent for losses arising from a third-party custodian’s failure where such custodian was selected or instructed by the Agent without reasonable care.  For the avoidance of doubt, the Lender agrees to indemnify the Agent and to defend and hold the Agent harmless from all Losses incurred by the Agent as a result of a third party custodian failing to comply with the instructions given to it under Section 9.c or otherwise. 

c.

Under no circumstances shall the Lender be liable for special, consequential or indirect damages, lost profits or loss of business. 

d.

The Agent may refrain from beginning or defending any legal action or proceedings arising out of or in connection with any loan until it shall have received such indemnity and security as it may require for all costs, claims, expenses (including reasonable attorney’s fees) and liabilities which it will or may expend or incur in relation thereto. Any requirement to obtain indemnity or security for litigation under this Section shall be reasonable and shall not apply when the proceeding arises out of the Agent’s negligence, willful misconduct, or fraud, except if the proceeding arises in part due to the action or inaction of Lender (or its delegate). 

6.

Lien/Set -Off. 

a. In addition to any other remedies available to the Agent under Applicable Law (as hereinafter defined), the Agent shall have, and the Lender hereby grants, a continuing general lien on all Securities of the Lender in Agent’s possession and control, including but not limited to, the Designated Accounts and any Collateral sitting in any collateral account held by the Agent until the satisfaction of liabilities arising under this Agency Agreement of the Lender to the Agent in respect to any fees and expenses or credit exposures incurred in the performance of services under this Agency Agreement.   

b.

In addition to any other remedies available to the Agent under Applicable Law, the Agent may without prior notice to the Lender, set off any payment obligation owed to it by the Lender in connection with all liabilities arising under this Agency Agreement against any payment obligation owed by it to the Lender under this Agency Agreement regardless of the place of payment or currency of either obligation (and for such purpose may make any currency conversion necessary). 

  7.

Subrogation.  If the Agent makes any transfer or payment as a result of a failure by a Borrower to return any Loaned Securities, the Lender agrees that the Agent is and will be subrogated to all the

a.

Notwithstanding any other provision in this Agency Agreement to the contrary, the Lender acknowledges and agrees that the investment of cash or other property received as Collateral is for the Lender’s account and risk.  Accordingly, any reduction in the value of cash Collateral resulting from investment losses shall be borne by the Lender, and to the extent any investment losses reduce the amount of cash below the amount required by the Loan and/or mark to market process, the Lender will, on the Agent’s demand, pay to the Agent such amount (together with any applicable fees or charges) in cash, which the Agent will receive and use as, or reimburse for, Collateral.  If the Lender fails to make any such payment due to the Agent, the Lender will be liable to the Agent for the amount of any such payment, together with interest on such amount, from the date of the Agent’s demand referred to above until payment of such liability. The Agent shall bear any shortfall to the extent directly caused by its breach of Schedule III to this Agency Agreement, failure to follow the Lender’s written investment instructions or failure to exercise reasonable care, skill and diligence in investing or reinvesting cash Collateral, except to the extent that such shortfall is attributable to the action or inaction of Lender (or its delegate). 

b.

In consideration of the services provided hereunder the Lender agrees to pay to the Agent an amount equal to a fixed percentage of (i) the investment income (net of rebates) on cash Collateral delivered to the Agent on the Lender’s behalf in respect of any Loans by the Borrowers, and (ii) fees paid in connection with transactions for which non-cash Collateral is provided by Borrowers.  These amounts shall be set forth on Schedule IV of this Agency Agreement.  The Lender authorizes and directs the Agent to withhold such fees from amounts received by the Agent on behalf of the Lender on a monthly basis from the amounts payable to the Lender in respect of such investment and fee income or as otherwise agreed in writing. No other fees shall be payable by the Lender except those listed in Schedule IV and such other fees as the parties might mutually agree to in writing. 

c.

The Agent shall not be liable for any taxes, levies, imposts, assessments, deductions, withholdings, related liabilities and/or governmental charges that may be levied or assessed on any basis whatsoever in connection its securities lending activities on behalf of the Lender “(“Taxes”; “Taxes” shall not, however, include taxes assessed against the Agent related to its own income or assets). The Lender agrees that Taxes shall be paid by the Lender. The Agent will deduct or withhold for or on account of Taxes from any payment to the Lender if required by any Applicable Law (as hereinafter defined) including, but not limited to (i) any statute or regulation, (ii) any agreement entered into by the Agent and any governmental authority or between any two or more governmental authorities, or (iii) a requirement of any legal, governmental or regulatory authority, where any statute, regulation or governmental authority may be domestic or foreign (any of (i), (ii) or (iii) referred to herein as “Applicable Law”). The Lender acknowledges that the Agent may debit any amount available in any balance held for the Lender and apply such amount in satisfaction of Taxes. The Agent will timely pay the full amount debited or withheld to the relevant governmental authority in accordance with the Applicable Law as provided in this Section. If any Taxes become payable with respect to any prior credit to the Lender by the Agent, the Lender acknowledges that the Agent may debit any balance held for the Lender in satisfaction of such prior Taxes. The Lender shall remain liable for any deficiency and agrees that it shall pay it upon notice from the Agent or any governmental authority. If Taxes are paid by the Agent or any of its affiliates, the Lender shall promptly reimburse the Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for the Lender. 

9.

Instructions 

a.

The Agent is entitled to rely and act upon any and all instructions (including, consents and notices) received by the Agent, communciated through any manual or electronic medium or system as agreed to by the parties (“Instructions”) of any person identified by the Lender as an “Authorized Person” in connection with the transaction contemplated hereby until the Agent has received notice of any change from the Lender and has had a reasonable time to note and implement such change. The Agent is authorized to rely upon any Instructions received by any means, provided that the Agent and the Lender have agreed upon the means of transmission and the method of identification for the Instructions. In particular: 

(i)

The Lender and the Agent will comply with agreed security procedures intended to verify the origination of Instructions. 

(ii)

The Agent is not responsible for errors or omissions made by the Lender or resulting from fraud or the duplication of any Instruction by the Lender. 

(iii)

The Agent may act on an Instruction if it reasonably believes it contains sufficient information. 

(iv)

   The Agent may decide not to act on an Instruction where it reasonably doubts its contents, completeness, authorization, origination or compliance with any security procedures or where Instructions are given which conflict with each other but the Agent will promptly notify the Lender of its decision. 

(v)

If the Agent acts on any Instruction sent manually (including by facsimile or telephone), then, if the Agent complies with the security procedures as referred to under Section 9.a.i above, the Lender will be responsible for any direct loss the Agent may incur in connection with that Instruction, provided that the Agent remains responsible where it fails to comply with agreed security procedures or acts with negligence, willful misconduct or fraud and, except to the extent that non-compliance with the agreed security procedures is attributable to the action or inaction of Lender (or its delegate). The Lender expressly acknowledges that the Lender is aware that the use of manual forms of communication to convey Instructions increases the risk of error, security and privacy issues and fraudulent activities. 

(vi)

Instructions are to be given in the English language. 

(vii)

The Agent may refuse to execute Instructions if, in the Agent’s opinion, they are contrary to any Applicable Law, rule or other regulatory requirement, whether arising from any governmental authority, self‑regulatory organization or that of a relevant stock exchange, clearing house, settlement system or market.  

(viii)

In some securities markets, securities deliveries and payments therefor may not be or are not customarily made simultaneously.  Accordingly, notwithstanding the relevant Instruction to deliver any part of the Collateral against payment or to pay for any part of the Collateral against delivery, the Agent may make or accept payment for or delivery of any part of the Collateral at such time and in such form and manner as is in accordance with relevant local law and practice or with the customs prevailing in the relevant market. 

b.

The Lender agrees to provide written instructions related to the termination or modification of the terms of a Loan or otherwise as to the recall of Loaned Securities: (i) by electronic mail or SWIFT message; (ii) to the department or desk of the Agent that is separately identified to the Lender; and (iii) in accordance with the deadlines and cutoff times set forth on Schedule V to this Agency Agreement, and to cause all of its investment managers and/or advisors with access to the Designated Accounts to so advise the Agent of any securities in the Designated Accounts it or they, as applicable, shall sell or have sold.  The Lender understands failure to give notice in accordance with the specified deadlines and cutoff times may delay return of Loaned Securities and Agent will have no liability to Lender as a result of the failure of Lender and/or its investment managers/advisors to give notice in accordance with the terms of this Section 9.b, Notwithstanding the previous sentence and without any liability to  Agent, Agent  shall in all cases use commercially reasonable efforts to mitigate such delay in accordance with Section 4(a) of this Agency Agreement. 

c.

The Lender agrees to give irrevocable instructions to its custodian substantially in the form of those set out in Annex 1 to Exhibit A: (i) to act in accordance with any instructions given from time to time by the Agent (acting through duly authorised individuals as notified to the Lender’s custodian in writing), including instructions relating to the settlement of transactions effected by the Agent on behalf of the Lender pursuant to any Lending Agreement and the transfer of Securities to or from the Designated Accounts at the direction of the Agent to enable the Agent to meet its obligations hereunder and the Lending Agreements; (ii) to provide, at such times and in such form as the Agent may require, regular update information regarding the status of any action by the Lender’s custodian required by an instruction given by the Lender to such custodian; and (iii) to provide the Agent with information about the Loaned Securities, provided that such irrevocable instructions may be revoked by the Lender upon the termination of this Agency Agreement. Any irrevocable instructions to the custodian shall not limit the Agent’s obligations to the Lender under this Agency Agreement, including Sections 2 and 4, except to the extent such irrevocable instructions to custodian impair Agents performance of its obligations under Sections 2 and 4. 

10.

Lender Information.   

11.

Advances.  The Lender agrees to repay the Agent promptly for any advances of funds that the Agent may from time to time, in its sole discretion, make to or for the account of the Lender in connection with and to facilitate the transactions contemplated in this Agency Agreement and the Lending Agreements.  In such event, the Lender shall be liable to the Agent for the amount of such advance or payment, together with interest on such amounts, at a rate per annum equal to the rate charged to Agent’s securities lending business by Citigroup Treasury (without markup; currently the Overnight Bank Funding Rate (“OBFR”)) from the date of the Agent’s advance or the due date of such payment, as appropriate, until payment by the Lender of such liability.  The Agent may offset such amounts from the amounts payable to the Lender hereunder. 

a.

The Agent and the Lender will maintain reasonable controls consistent with, and shall treat, any information acquired as a result of or pursuant to this Agreement as confidential. The Lender, on behalf of itself and on behalf of its employees, agents and subcontractors, authorizes the transfer and disclosure of any confidential information of the Lender to and between the Agent and its branches, subsidiaries, representative offices, affiliates and administrative support providers and third parties selected by any of them, wherever situated, for confidential use in connection with the provision of services under this Agreement (including for data processing, statistical and risk analysis purposes and for compliance with Applicable Law), and further agrees that the Agent and any such branch, subsidiary, representative office, affiliate, agent or third party may transfer or disclose any such information to any payor or payee as required by Applicable Law, as required by any regulatory agency, court, other governmental body or self-regulatory agency with jurisdiction over a Party or pursuant to Applicable Law. Cross-border transfers must comply with applicable data-transfer rules. The Agent shall notify the Lender without undue delay of any legally compelled disclosure (unless prohibited) or confirmed data incident and shall remediate that information leakage in accordance with its data privacy policies and procedures. Agent represents that is has established data privacy policies and procedures reasonably designed to prevent unauthorized disclosure or transfer of client data.  

b.

The Lender also specifically authorizes the Agent to: (i) disclose information to Borrowers regarding the Lender as those Borrowers request or are required to obtain pursuant to Applicable Law, rule or regulation, or as deemed necessary in connection with the consummation or maintenance of any Loans; (ii) disclose information to issuers (or their nominees),  intermediaries or other persons regarding the Lender pursuant to Applicable Law, rule or regulation; (iii) disclose to third parties information concerning the Securities in the Designated Accounts for the purpose of estimating the potential fees to be paid by Borrowers with respect thereto; and (iv) disclose to its agents and affiliates such information as required or necessary in connection with the consummation of Loans hereunder subject to the limitations in Section 12(a). 

c.

The Lender agrees that no printed materials or other matter (in any language) that mention Citi, Citigroup Inc., Citibank, N.A., Citibank Europe plc, the rights, powers or duties of the Agent or the terms of this Agency Agreement shall be published or disclosed to any third party by the Lender or on the Lender’s behalf unless: (i) Citibank, N.A. shall first have given its specific written consent; or (ii) the Lender is legally required to do so pursuant to any Applicable Law, rule or regulation to which it is subject. For the avoidance of doubt, the Agent acknowledges that Lender may refer to the Agent as Lender’s agency securities lending provider in any registration statement, offering documents, financial statements, or other reports to investors or regulatory authorities where Lender is required to provide that information.  

13.

Non-Public Information, Bank Business and Roles.  

a.Notwithstanding anything else contained in this Agency Agreement and any other agreement between the Lender and Citibank, N.A. and its affiliates (collectively, “Citi”):  

(i)the Lender acknowledges that Citibank, N.A. and its affiliates perform a variety of services for a variety of entities, including banking and financial services for Borrowers, and advisor to issuers of the Loaned Securities and Collateral investments of the Lender;  

(ii)the Lender shall not hold Citibank, N.A. or its affiliates liable for its or their failure to make use of, in its role as the Agent within the terms of this Agency Agreement, non-public information it obtains in the course of doing so, the use of which may be prohibited by the legal and regulatory environment and by internal Citi policies, whether or not the use of such information in a specific instance might constitute a breach of any such Applicable Laws, regulations or polices. Nothing herein limits the Agent’s obligation to act with reasonable care and in accordance with this Agency Agreement. The Agent shall maintain and operate information barriers and conflict-management policies reasonably designed to prevent misuse of non-public information;  

(iii)

the Lender acknowledges that, Citibank, N.A. and its affiliates, in its/their role as custodian and processing agent, may receive compensation from the Lender in addition to the fees received pursuant to this Agency Agreement, and 

(iv)

the Agent has entered, and may enter, into agreements similar to this Agency Agreement with others and the Agent or its affiliates may from time to time lend Securities to or through, or enter into similar transactions with, any Borrower or, where relevant, act as discretionary manager for other clients and therefore agrees that: 

(A)

the selection of a lender for any particular lending opportunity among all persons having entered into agency agreements with the Agent shall be at the Agent’s discretion provided that Agent shall use reasonable efforts to treat each Lender equitably with other lenders of like circumstances in making lending opportunities available to such Lender hereunder, taking into account the demand for specific securities, availability of securities, types of collateral, eligibility of borrowers, deadline for  settlement and limitations on investments of cash Collateral; and  

(B)

the Agent shall have no duty to inform the Lender of any lending or similar opportunity presented to the Agent or its affiliates or to refrain from taking advantage of any such opportunity but may avail itself of any such opportunity as freely as if there were no relation of principal and agent between the Lender and the Agent. 

b.

The Lender acknowledges and agrees that the obligations and duties of Citibank, N.A. under this Agency Agreement shall be performed only by Citibank, N.A. and its agents, and shall not be deemed obligations or duties of any other member of the Citi organization. For the avoidance of doubt, nothing herein limits the liability of Citibank, N.A. as Agent for acts or omissions of its affiliates engaged in performing services hereunder. 

(a)

The Lender agrees that the Agent may provide information to the Lender via email, PDF document or by any other durable medium that is not paper and, in the case of information not personally addressed to the Lender, via the websites notified to the Lender from time to time. 

(b)

The Lender agrees that, when executing orders for the Lender in financial instruments, the Agent may execute orders for the Lender in financial instruments outside a trading venue.  

15.

Notices.  Except as otherwise specifically provided herein, all notices and other communications shall be in writing in the English language and, for formal default and legal notices, shall be made either by facsimile or by prepaid first class mail (except that notice of termination, if mailed, shall be sent by prepaid registered or certified mail) at the address listed in Schedule VII or at such other address as a party may advise the other parties hereto in writing from time to time.  Notwithstanding the foregoing, operational or otherwise routine notices may be transmitted by email. 

a.

Each party may terminate this Agency Agreement and the Agent’s authorization as securities lending agent for the Lender at any time upon giving not less than fifteen (15) days prior written notice to the other.  The parties hereby acknowledge and agree that, even after notice of termination of this Agency Agreement is given and effective, the Agent shall continue (unless specifically instructed to terminate or novate the Loans) to act as the Agent for the Lender as set forth herein with respect to any Loans outstanding at the time notice of termination is given until such Loans terminate unless such continuation would cause the Agent, Citigroup, Inc. or any affiliate of either to breach Applicable Law. Either party may terminate immediately for cause upon (i) material breach uncured after fifteen (15) business days’ notice; (ii) insolvency or similar proceeding; (iii) loss of regulatory authorization; or (iv) change in law making performance unlawful. Upon termination, the Agent shall co-operate to wind down, novate or transfer outstanding Loans as the Lender directs. 

b.

Notwithstanding anything else contained herein, the following Sections shall survive the termination of this Agency Agreement: 4, 5, 6, 7, 8, 11, and 12. 

a.

No Advice.The Lender acknowledges and agrees that the Agent does not owe to, nor is it obligated to perform on behalf of, the Lender any investment advisory duties or responsibilities, and the Agent shall perform its obligations with respect to the investment and monitoring of cash Collateral in accordance with the standard of care set forth in Section 4(a) of this Agency Agreement, including with respect to ongoing compliance with Schedule III (including re-investment and liquidity maintenance). 

b.

No Third Party Beneficiaries.This Agency Agreement is between the parties hereto and is not intended to confer any benefits on third parties, including without limitation any Borrower, any counterparty in a transaction with the Lender, or any third party service provider for the Lender or the Agent. 

c.

Force Majeure.

d.Amendments.  This Agency Agreement shall not be amended except by a written agreement between the parties and any purported amendment made in contravention of this Section shall be null and void and of no effect whatsoever. 

e.Assignment.  This Agency Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  The Lender may not assign, transfer or charge all or any rights, benefits or obligations hereunder without the consent of the Agent.  Any purported assignment, transfer or charge made in contravention of this Section shall be null and void and of no effect whatsoever. Notwithstanding the foregoing, nothing in this Agency Agreement shall prevent a duly authorized resolution authority acting pursuant to applicable bank resolution, receivership or insolvency laws from assigning Agent’s rights and obligations herein to any other party without restriction.  

f.

Entire Agreement.  This Agency Agreement, and all current executed Schedules and Exhibits hereto shall constitute the entire agreement between the parties and, unless otherwise expressly agreed in writing, shall supersede all prior agreements and understandings, written or oral relating thereto, between the parties.  

g.

No Implied Waiver.  The parties hereto agree that (i) the rights, powers, privileges and remedies stated in this Agency Agreement are cumulative and not exclusive of any rights, powers, privileges and remedies provided by law, unless specifically waived, and (ii) any failure or delay in exercising any right, power, privilege or remedy will not be deemed to constitute a waiver thereof and a single or partial exercise of any right, power, privilege or remedy will not preclude any subsequent or further exercise of that or any other right, power, privilege or remedy. 

h.

Further Assurances.  The Lender agrees to provide such additional information and execute and deliver such further documentation as the Agent may reasonably request in connection with and in furtherance of the transactions authorized herein.  In addition to additional documentation as noted in the preceding sentence, the parties agree to the additional terms outlined in Schedule VII in furtherance of the transactions authorized herein. 

i.

Partial Invalidity.  In the event that any provision of this Agency Agreement, or the application thereof to any person or circumstances, shall be determined by a court of proper jurisdiction to be invalid or unenforceable to any extent, the remaining provisions of this Agency Agreement, and the application of such provisions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall be unaffected thereby and such provisions shall be valid and enforced to the fullest extent permitted by law in such jurisdiction. 

j.

Governing Law and Jurisdiction; Compliance with Laws.   

(i)

This Agency Agreement shall be governed by and construed in accordance with the internal laws (and not laws of conflicts) of the country, and if applicable, the state, identified on Schedule VII.  The parties agree that the courts of such country and, if applicable, such state, shall have jurisdiction to hear and determine any suit, action and proceeding and settle any dispute which may arise out of or in connection with this Agency Agreement; and for such purposes, each irrevocably submits to the non-exclusive jurisdiction of such courts.  Schedule VII also states such additional terms or conditions as may be applicable.   

(ii)

Each party hereto irrevocably waives (A) any right to a trial by jury, if applicable; (B) any objection it may have at any time to the laying of venue of any actions or proceedings brought in any court designated hereby, any claim that such actions or proceedings have been brought in an inconvenient forum and the right to object that any court designated hereby does not have jurisdiction over such party; and (C) to the fullest extent permitted by Applicable Law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from actions or proceedings by or in any court, and irrevocably agrees, to the fullest extent permitted by Applicable Law, that it will not claim such immunity in any such actions or proceedings.  

(iii)

   The Lender acknowledges and agrees that the Agent’s performance of this Agency Agreement is subject to Applicable Law and to relevant decrees, orders and government acts and the rules, operating procedures and practices of any relevant stock exchanges, clearance systems or market where or through Loans are to be carried out or to which the Agent may be subject or as exist in the country in which any Securities or Collateral are held. 

k.

Counterparts.  This Agency Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. 

l.

Several Obligations.  Each Lender’s obligations and rights under this Agency Agreement are several and not joint, and this Agency Agreement shall be deemed to have been entered into separately by each Lender as if it had executed a separate agreement in its own name. The Agent shall look solely to the assets of the relevant Lender in respect of any claim arising hereunder, no Lender shall be liable for any obligation of another Lender, nor shall the Agent seek satisfaction of any such obligation from any of a Lender’s Trustees, Directors, officers, employees or agents. Neither the authorization of any action by the Trustees, Directors or shareholders of a Lender nor the execution of this Agency Agreement on behalf of the Lender, on behalf of its series portfolios, as applicable, shall impose any liability upon any Trustee, Director, officer, shareholder, employee or agent of a Lender in their personal capacity, but shall bind only such Lender. For the avoidance of doubt, nothing in this Section 17(l) shall be construed to limit or impair the operation of the “Master Netting Agreement” customarily appended to Agent’s form of  SIFMA Master Securities Loan Agreement that facilitates close-out if remedies are exercised are a defaulting Borrower; provided that any such rights shall apply solely with respect to the obligations and assets of the relevant Lender party to such Lending Agreement and shall not permit the assets of one Lender to be used to satisfy the obligations of any other Lender. 

CITIBANK, N.A., as Agent 

By: /s/ Thomas Hoang 

Name: Thomas Hoang 

Title:   Authorized Officer 

VICTORY PORTFOLIOS IV, as a Lender 

By: /s/ Thomas Dusenberry 

Name: Thomas Dusenberry 

Title:   President 

VICTORY VARIABLE INSURANCE FUNDS II, as a Lender 

By: /s/ Thomas Dusenberry 

Name: Thomas Dusenberry 

Title:   President 

MSLA 

Contract 

Borrower Name 

1 

MSLA 

Bank of Montreal 

2 

MSLA 

Bank of Nova Scotia 

3 

MSLA 

Barclays Capital Inc. 

4 

MSLA 

BMO Capital Markets Corp 

5 

MSLA 

BNP Paribas Securities Corp 

6 

MSLA 

BNP Paribas, New York Branch 

7 

MSLA 

BofA Securities, Inc. 

8 

MSLA 

Canadian Imperial Bank of Commerce, New York Branch 

9 

MSLA 

Cantor Fitzgerald & Co 

10 

MSLA 

CIBC World Markets Corp 

11 

MSLA 

Citadel Clearing LLC 

12 

MSLA 

Citigroup Global Markets Inc. 

13 

MSLA 

Clear Street LLC 

14 

MSLA 

Cowen and Co LLC 

15 

MSLA 

Credit Agricole Corporate and Investment Bank 

16 

MSLA 

Credit Agricole Securities (USA), Inc. 

17 

MSLA 

Daiwa Capital Markets America Inc. 

18 

MSLA 

Deutsche Bank Securities Inc. 

19 

MSLA 

Goldman, Sachs & Co. LLC 

20 

MSLA 

HSBC Securities (USA) Inc. 

21 

MSLA 

ING Financial Markets LLC 

22 

MSLA 

Interactive Brokers  LLC  

23 

MSLA 

J.P. Morgan Securities LLC 

24 

MSLA 

Janney Montgomery Scott LLC 

25 

MSLA 

Jefferies LLC 

26 

MSLA 

Macquarie Capital (USA) Inc. 

27 

MSLA 

Mirae Asset Securities (USA) Inc. 

28 

MSLA 

Mizuho Securities USA LLC 

29 

MSLA 

Morgan Stanley & Co. LLC 

30 

MSLA 

MUFG Securities Americas Inc. 

31 

MSLA 

National Bank of Canada Financial Inc. 

32 

MSLA 

National Financial Services LLC 

33 

MSLA 

Natwest Markets Securities Inc. 

34 

MSLA 

Nomura Securities International, Inc. 

35 

MSLA 

Pershing, LLC 

36 

MSLA 

Raymond James & Associates, Inc. 

37 

MSLA 

RBC Capital Markets, LLC 

38 

MSLA 

Royal Bank of Canada, New York Branch 

39 

MSLA 

Scotia Capital (USA) Inc. 

40 

MSLA 

SG Americas Securities, LLC 

41 

MSLA 

Societe Generale, New York Branch 

42 

MSLA 

State Street Bank & Trust Co. 

43 

MSLA 

TD Securities (USA) LLC 

44 

MSLA 

Timber Hill LLC 

45 

MSLA 

UBS AG London Branch 

46 

MSLA 

UBS Securities LLC 

47 

MSLA 

US Bancorp Investments, Inc. 

48 

MSLA 

Wells Fargo Bank, N.A. 

49 

MSLA 

Wells Fargo Clearing Services, LLC 

50 

MSLA 

Wells Fargo Securities, LLC 

GMSLA 

1 

GMSLA 

ABN AMRO Bank N.V. 

2 

GMSLA 

Banco Santander SA 

3 

GMSLA 

Bank of Montreal, London Branch 

4 

GMSLA 

Bank of Nova Scotia, London Branch 

5 

GMSLA 

Barclays Bank Plc 

6 

GMSLA 

Barclays Capital Securities Limited 

7 

GMSLA 

Barrenjoey Markets PTY LTD 

8 

GMSLA 

BMO Capital Markets Limited 

9 

GMSLA 

BMO Nesbitt Burns Inc. 

10 

GMSLA 

BNP Paribas Financial Markets 

11 

GMSLA 

BNP Paribas Prime Brokerage International Limited 

12 

GMSLA 

BNP Paribas, London Branch 

13 

GMSLA 

BNP Paribas, Paris Branch 

14 

GMSLA 

Canadian Imperial Bank of Commerce, London Branch 

15 

GMSLA 

Canadian Imperial Bank of Commerce, Toronto Head Office 

16 

GMSLA 

CIBC World Markets Inc. 

17 

GMSLA 

Citigroup Global Markets Japan Inc. 

18 

GMSLA 

Citigroup Global Markets Limited 

19 

GMSLA 

Credit Agricole CIB 

20 

GMSLA 

Daiwa Capital Markets Europe Limited 

21 

GMSLA 

Deutsche Bank AG, Frankfurt 

22 

GMSLA 

Deutsche Bank AG, London 

23 

GMSLA 

ED&F Man Capital Markets LTD 

24 

GMSLA 

Goldman Sachs International 

25 

GMSLA 

Goldman Sachs Japan Co, LTD 

26 

GMSLA 

Hong Kong Shanghai Banking Corporation Limited 

27 

GMSLA 

HSBC Bank Plc 

28 

GMSLA 

ING Bank NV 

29 

GMSLA 

J.P. Morgan Securities PLC 

30 

GMSLA 

Jefferies International Limited 

31 

GMSLA 

Lloyds Bank Corporate Markets PLC – London Head Office 

32 

GMSLA 

Lloyds Bank PLC 

33 

GMSLA 

Macquarie Bank Limited 

34 

GMSLA 

Marex Financial 

35 

GMSLA 

Merrill Lynch International 

36 

GMSLA 

Mizuho International Plc 

37 

GMSLA 

Mizuho Securities Co Ltd. 

38 

GMSLA 

Morgan Stanley & Co. International Plc 

39 

GMSLA 

Morgan Stanley MUFG Securities Co., Ltd 

40 

GMSLA 

MUFG Securities EMEA PLC 

41 

GMSLA 

National Australia Bank Ltd. London Branch 

42 

GMSLA 

National Bank Financial Inc. 

43 

GMSLA 

Natixis Japan Securities Co LTD 

44 

GMSLA 

Natixis S.A. 

45 

GMSLA 

Natwest Markets Plc 

46 

GMSLA 

Nomura International Plc 

47 

GMSLA 

Nordea Bank AB (PUBL) 

48 

GMSLA 

RBC Dominion Securities Inc. 

49 

GMSLA 

RBC Europe Limited 

50 

GMSLA 

Royal Bank of Canada 

51 

GMSLA 

Scotia Capital Inc. 

52 

GMSLA 

SG Option Europe S.A. 

53 

GMSLA 

Skandinaviska Enskilda Banken AB (publ) 

54 

GMSLA 

SMBC NIKKO Securities Inc. 

55 

GMSLA 

Société Générale 

56 

GMSLA 

Standard Chartered Bank 

57 

GMSLA 

State Street Bank and Trust Company 

58 

GMSLA 

TD Securities Inc. 

59 

GMSLA 

Toronto Dominion Bank 

60 

GMSLA 

UBS AG London  

61 

GMSLA 

UBS Europe SE 

62 

GMSLA 

Unicredit Bank AG 

63 

GMSLA 

Wells Fargo Bank, N.A. 

64 

GMSLA 

Yuanta Securities (Hong Kong) Company Limited 

AMSLA 

1 

AMSLA 

Barclays Capital Securities Limited 

2 

AMSLA 

Citigroup Global Markets Australia PTY Limited 

3 

AMSLA 

Deutsche Securities Australia Limited 

4 

AMSLA 

J.P. Morgan Securities Australia Limited 

5 

AMSLA 

Macquarie Bank Limited – Sydney Head Office 

6 

AMSLA 

Merrill Lynch Equities (Australia) Limited 

7 

AMSLA 

Morgan Stanley Australia Securities Limited 

8 

AMSLA 

National Australia Bank LTD – Melbourne Head Office (GMSLA) 

9 

AMSLA 

Royal Bank of Canada (Sydney Branch) (GMSLA) 

10 

AMSLA 

UBS Securities Australia Limited 

1.

By choosing Citigroup Global Markets Inc. (“CGMI”) or Citigroup Global Markets Limited (“CGML”) as an approved borrower, you acknowledge that such entity is an affiliate of Citibank, N.A. (“Citibank”).  

2.

By choosing Citibank as an approved borrower you agree that, from time to time, Citibank may (1) borrow securities for its own proprietary transactions or (2) borrow securities from you, and on-lend them to other borrowers as riskless principal/conduit lender.  As to only these loans, the Agent shall have all the rights and obligations of the Borrower as set forth in the Lending Agreements, provided however that: 

(a)shall be made pursuant to terms and conditions substantively equivalent to the terms and conditions of loans with other Borrowers under the Lending Agreement; and  

(b) shall be made at rates and pricing equal to or better than rates or pricing negotiated with other borrowers for a similarly structured loan. 

(a)

Citibank will do so only upon receipt of a request by a potential borrower (which may include entities affiliated with Citibank), and not for its own account. 

(b)

Citibank will only do so if a potential borrower is not on your list of approved borrowers (such a borrower, a “non-approved borrower”). 

(c)

Citibank will only do so if, at the time that a non-approved borrower offers to borrow the same securities from Citibank, we have not received nor have actual knowledge of an offer to borrow the same securities from an approved borrower.    

(d)

You acknowledge that Citibank will be compensated by means of a spread between the fees paid to you by Citibank and the fees charged by Citibank to the ultimate borrower. 

(i)

Cash (US Dollars only)*; 

(ii)

US Government Securities or OECD government and agency securities;  

(i)

Loans of US or OECD Government Securities:  102% plus accrued interest. 

(ii)

Loans of US Corporate Debt Securities:  102% plus accrued interest. 

(iii)

Loans of US Equity Securities:  102%. 

(iv)

Loans of non-US Securities:  105%. 

(v)

All other Securities:  105%. 

1.

LOAN RESTRICTIONS 

a)

Except with the written approval of Lender, no more than 99% of a Lender’s holdings of any security (i.e., any CUSIP) may be on loan at any time. 

b)

The maximum lendable amount of any Lender’s total assets, including the value of all collateral investments (“Total Assets”)^*, is 33 1/3%, or such lesser percentage provided by the Lender’s investment policies^.  

c)

No more than ten percent (10%) of each Lender’s Total Assets^* may be loaned or sold to any one counterparty. 

2.

PERMISSIBLE INVESTMENTS 

a)

The Agent is instructed to invest cash Collateral as follows:  

Fund Name 

Ticker 

CUSIP 

Government Funds 

Dreyfus Government Cash Management 

DGCXX 

262006208 

Federated Government Obligations Fund  

GOIXX 

60934N104 

Fidelity Institutional Money Market Government Portfolio 

FRGXX 

31607A703 

Goldman Sachs Financial Square Government Fund 

FGTXX 

38141W273 

Goldman Sachs Financial Square Treasury Solutions Fund 

FEDXX 

38142B880 

HSBC US Government Money Market Fund 

HGIXX 

40428X107 

Invesco Government & Agency Portfolio 

AGPXX 

825252885 

JP Morgan Government Fund 

OGVXX 

4812C0670 

Morgan Stanley Institutional Liquidity Government Portfolio 

MVRXX 

61747C707 

Northern Institutional US Government Portfolio 

BNGXX 

665278404 

Northern Institutional US Government Select Portfolio 

BGSXX 

665278701 

Northern Institutional US Government Select Portfolio 

WCGXX   

665279840 

State Street Institutional US Government Money Market Fund (Inst.) 

SAHXX 

857492573 

State Street Institutional US Government Money Market Fund (Prem.) 

GVMXX 

857492706 

Western Asset Institutional Government Reserves 

INGXX 

52470G791 

Treasury Funds 

BlackRock Liquidity Funds Fed Fund 

TFDXX 

09248U700 

BlackRock Liquidity Funds T-Fund 

TSTXX 

09248U718 

Dreyfus Treasury Obligations 

DTRXX 

261908107 

Federated Treasury Obligations Fund 

TOIXX 

60934N500 

Fidelity Institutional Money Market Treasury Portfolio 

FRBXX 

31607A885 

Goldman Sachs Financial Square Treasury Obligations 

FTOXX 

38141W323 

Invesco Treasury Portfolio 

TRPXX 

825252406 

JP Morgan Treasury Plus Money Market Fund 

IJTXX 

4812C2734 

Morgan Stanley Institutional Liquidity Treasury Portfolio 

MISXX 

61747C582 

Northern Institutional Treasury Portfolio 

NITXX 

665279808 

State Street Institutional Treasury Plus Money Market Fund 

TPIXX 

857492862 

b)

No more than ten percent (10%) of each lender’s Total Assets^* may be invested in any one money market fund listed in section 2(a) above. 

3.

MISCELLANEOUS 

o

For FRB Eligible Securities Settlement Date by 9 AM EST 

o

For U.S. Equities and U.S. Corporate Bonds – Trade date 12 PM EST 

o

For Mexican and Canadian Equities – Trade date 12 PM EST  

o

For UK Equities via Crest – Trade date - 3 PM, GMT 

o

For European Equities (except as detailed below)- Trade date notification by 3 PM GMT 

o

For Asian/ASPAC Equities (except as detailed below)- – Trade date notification 3 PM Local time. 

Market 

Additional Market Lending Procedures 

Hong Kong 

Lender agrees to provide sale notification to the trading desk on Trade date by 12 noon Hong Kong time  

Mexico 

Lender agrees to provide trading desk sale notification on Trade date by 12 noon New York time  

Singapore 

Lender agrees to always provide trading desk sale notification on Trade date by 12 noon Hong Kong time  

South Korea 

Lender agrees to provide trading desk sale notification on Trade date by 12 noon Hong Kong time  

Spain 

Lender agrees to always provide trading desk sale notification on Trade date by 12 noon Spain time. 

Taiwan 

Lender agrees to provide trading desk sale notification on Trade date minus two, by 9am Hong Kong time. 

Note:  Lender shall be required to agree to the additional documentation as provided by the agent prior to entering into loans in this market. 

Thailand 

Lender agrees to provide trading desk sale notification on Trade date by 12 noon Hong Kong time  

APPLICABLE LENDING AGREEMENT* 

Global Master Securities Lending Agreement (2010)** 

Master Securities Loan Agreement (2000 version)*** 

Australian Master Securities Lending Agreement **** 

ADDITIONAL AGREEMENTS**** 

Global Master Repurchase Agreement (2011) 

Global Master Repurchase Agreement (2000) 

Global Master Repurchase Agreement (1995) 

Master Repurchase Agreement (1996) 

A.

OFFICE OF AGENT IN WHICH RELATIONSHIP AND TRANSACTIONS FOR LENDER ARE MANAGED: 

B.

NOTICES:  If to Agent:Citibank, N.A. 

Attention:  Securities Finance, Product Management 

388 Greenwich Street, 20th Floor , New York, NY 10013 

Tel: 212-723-4264 

If to Lender:Victory Capital Management Inc. 

Attn: Thomas Dusenberry, Director of Fund Administration 

15935 La Cantera Pkwy 

San Antonio, TX 78256 

Tel: (216) 898-2437 

C.

GOVERNING LAW AND JURISDICTION:New York law/Courts in State of New York 

D.

ADDITIONAL TERMS: 

I.

Service of Process. The Lender irrevocably appoints the person whose details are listed below as its agent for service of process.  If for any reason that person ceases to be able to act as such, the Client must immediately appoint another person within the jurisdiction noted above to be its agent for service of process. 

Name:

___________________________ 

Address:

___________________________ 

___________________________ 

___________________________ 

II.

Tax Matrix. The Lender hereby confirms the information provided on the Tax Matrix attached hereto as Annex 1 and instructs the Agent to utilize such information in processing Loans hereunder until further instructed by the Lender. 

III.

Use of Agents 

1.

The Bank of New York Mellon 

2.

The JPMorgan Chase Bank 

3.

Euroclear Bank 

4.

Clearstream Bank Luxembourg 

IV.

US Jurisdictional Requirements 

a.

Lender represents and warrants that, throughout the term of this Agency Agreement, and as long thereafter as a Loan is outstanding the Lender is: (i) a “qualified investor” as defined under 15 U.S.C. 78c(54); and, (ii) Lender is a “qualified purchaser” for purposes of Section 3(c)(7) of the Investment Company Act of 1940, as amended. 

b.

Lender represents and warrants that it is not a fund or plan subject to the Employee Retirement Income Security Act of 1974 (ERISA), is not an affiliate of Citibank under section 23A of the Federal Reserve Act, and that no Citibank affiliate has investment discretion over the assets to be lent (unless specific authorization exists under Applicable Law).  

c.

If Lender selects reverse repurchase transactions as an approved investment option in Schedule III hereto, Lender represents and warrants that: (i) Lender is familiar with the provisions of Rule 144 under the Securities Act; and, (ii) Lender is not, and within the preceding three months has not been, an “affiliate” of the issuer of any Purchased Securities as that term is used in Rule 144. 

d.

As security for any liability of the Lender to the Agent, the Lender hereby pledges and assigns to, and grants to the Agent a continuing security interest in and a lien on, the Collateral and the proceeds thereof and the Agent shall have, with respect thereto, all of the rights and remedies of a secured party under Applicable Law. 

e.

Lender agrees to the additional procedures outlined in  Schedule V for Loans conducted in the indicated jurisdictions outside the United States. 

f.

The parties intend the following to apply in the event the Agent becomes subject to a proceeding under a U.S. special resolution regime and, notwithstanding the selection of New York law and jurisdiction in this Agency Agreement, a dispute or controversy shall be heard in another forum: 

(i)

In the event the Agent becomes subject to a proceeding under a U.S. special resolution regime, the transfer of this Agency Agreement (and any interest and obligation in or under, and any property securing, this Agency Agreement; collectively with this Agency Agreement, (the “Obligations”) from the Agent will be effective to the same extent as the transfer of the Obligations would be effective under the U.S. special resolution regime if the Obligations were governed by the laws of New York (“US Law”).   

(ii)

In the event the Agent or an affiliate of the Agent becomes subject to a proceeding under a U.S. special resolution regime, default rights with respect to this Agency Agreement that may be exercised against the Agent are permitted to be exercised to no greater extent than the default rights that could be exercised under the U.S. special resolution regime if this Agency Agreement were governed by US Law. 

g.

Lender authorizes Agent: (1)  to amend the Agency Agreement, if applicable, and amend on your behalf any master securities loan agreement (MSLA), master repurchase agreement (MRA) and any other agreements entered into by Agent on your behalf pursuant to this Agency Agreement, whether in the form of industry standard or bespoke agreements (the “Applicable Agreements”) including, but not limited to, agreeing to contractually acknowledge stays and overrides of default rights that would be applicable under special resolution regimes (“SRRs”) and the potential bail-in of liabilities under SRRs; (3) adhere to any protocols published by the International Swaps and Derivatives Association, Inc. on your behalf, including the ISDA Resolution Stay Jurisdictional Modular Protocol and any Jurisdictional Modules thereto,  with respect to the Applicable Agreements; and/or (4) take any other action on your behalf that Agent, in its sole discretion, deems to be necessary to comply with the Resolution Regulations. 

V.

MiFID Disclosure  

·

Maintaining clear and accurate internal records of the Securities held on your behalf; 

·

Having security procedures in relation to accepting instructions; 

·

Regularly undertaking internal reconciliation of our records; 

·

Satisfying our auditors that we have maintained systems adequate to protect your Securities; 

·

Hiring and training professional and competent staff; and 

·

Using due care and skill in the selection of sub-custodians.  

VI.

Cash Penalties 

a.

we are entitled to retain the benefit of any credits/cash penalties received in respect of Settlement Fails relating to your Loans;   

b.

where applicable, you will ensure that partial delivery is made to the fullest extent possible in respect of any sale transaction so that a Settlement Fail will only occur in respect of Relevant Financial Instruments that are not standing to the credit of the applicable account due to being on loan with the applicable Borrower(s); and 

c.

to the extent that we determine in a commercially reasonable manner that any cash penalties arising in respect of Settlement Fails in respect of any sale transaction are the result of any action or inaction by you, including but not limited to you failing to notify us of a sale prior to close of business London time on the applicable Trade Date, then, if we determine that we wish to make a demand, you agree to reimburse us on demand in respect of the corresponding cash penalty cost incurred by us. 

VII.

Australian  Jurisdictional Requirements  

Country 

Pioneer 

Argentina 

100% 

Australia  

85%* 

Australia - REIT 

85%* 

Austria 

85% 

Belgium 

85% 

Belgium - REIT 

85% 

Brazil 

90% 

Canada 

85% 

Canada – REIT 

85% 

China 

90% 

China H Shares 

90% 

Czech Republic 

85% 

Denmark 

85% 

Finland  

85% 

France  

85% 

France - REIT 

85% 

Germany 

85% 

Greece 

95% 

Greece - REIT 

100% 

Hong Kong 

100% 

Hong Kong - REIT 

100% 

Hungary 

100% 

Ireland 

100% 

Ireland – REIT 

85% 

Israel 

75% 

Israel – REIT 

77% 

Italy 

85% 

Italy - REIT 

85% 

Japan 

90% 

Japan - REIT 

90% 

Korea (South) 

83.5% 

Luxembourg 

85% 

Malaysia 

100% 

Malaysia - REIT 

90% 

Mexico 

90% 

Mexico – REIT 

70% 

Netherlands 

85% 

Netherlands - REIT 

85% 

New Zealand  

85% 

Norway 

75% 

Philippines 

75% 

Philippines - REIT 

90% 

Poland 

85% 

Portugal 

85% 

Romania 

95% 

Singapore 

100% 

Singapore - REIT 

90% 

South Africa 

85% 

South Africa - REIT 

85% 

Spain 

85% 

Spain - REIT 

85% 

Sweden 

85% 

Switzerland 

85% 

Taiwan 

79% 

Taiwan – REIT 

79% 

Thailand 

90% 

Turkey 

85% 

Turkey - REIT 

100% 

United Kingdom 

100% 

United Kingdom - REIT 

85% 

United States 

100% 

United States - REIT 

100% 

* Loans in this market may be booked at 100% tax rate to account for Franked Dividends 

Fund Name 

Victory AMT-Free Municipal Fund 

Victory High Income Municipal Fund 

Victory Pioneer Active Credit Fund 

Victory Pioneer Balanced Fund 

Victory Pioneer Bond Fund 

Victory Pioneer Bond VCT Portfolio 

Victory Pioneer CAT Bond Fund 

Victory Pioneer Core Equity Fund 

Victory Pioneer Disciplined Growth Fund 

Victory Pioneer Disciplined Value Fund 

Victory Pioneer Equity Income Fund 

Victory Pioneer Equity Income VCT Portfolio 

Victory Pioneer Equity Premium Income Fund 

Victory Pioneer Floating Rate Fund 

Victory Pioneer Fund 

Victory Pioneer Fund VCT Portfolio 

Victory Pioneer Fundamental Growth Fund 

Victory Pioneer Global Equity Fund 

Victory Pioneer High Yield Fund 

Victory Pioneer High Yield VCT Portfolio 

Victory Pioneer International Equity Fund 

Victory Pioneer Mid Cap Value Fund 

Victory Pioneer Mid Cap Value VCT Portfolio 

Victory Pioneer Multi-Asset Income Fund 

Victory Pioneer Multi-Asset Ultrashort Income Fund 

Victory Pioneer Securitized Income Fund 

Victory Pioneer Select Mid Cap Growth Fund 

Victory Pioneer Select Mid Cap Growth VCT Portfolio 

Victory Pioneer Short Term Income Fund 

Victory Pioneer Solutions Balance Fund 

Victory Pioneer Strategic Income Fund 

Victory Pioneer Strategic Income VCT Portfolio 

Victory Pioneer U.S. Government Money Market Fund 

1.

The Custodian shall notify Citibank, acting through any duly authorized individual as notified to the Custodian in writing from time to time by Citibank (an “Authorized Person”)), of a list of Securities available for Loan. 

2.

Upon receipt of an instruction from an Authorized Person, the Custodian shall deliver out Securities and record those Securities within the Custodian’s custody accounting system as being on Loan. 

3.

Upon receipt of an instruction from an Authorized Person or SWIFT instructions from Citibank, the Custodian shall process the receipt of Securities returned from Loan by a Borrower.  

4.1

notify Citibank of any Corporate Action which the Custodian has actually received, affecting Securities transferred under a Loan;  

4.2

act upon instructions received from an Authorized Person in connection with Corporate Actions affecting Securities transferred under a Loan; and 

4.3

receive benefits or distributions on our behalf arising out of Corporate Actions affecting Securities transferred under a Loan. 

5.

In the event that a “buy-in” is exercised against us, the Custodian will give written notice to Citibank before [time] on the trade date for such “buy-in”. 

1.

APPOINTMENT OF AGENT AS CUSTODIAN OF THE ASSETS 

(A)

The Agent does not serve as the Lender’s securities custodian, but in the course of performing its activities under this Agreement, the Agent will have certain custodial-type obligations relating to the safekeeping of Securities and Collateral, the settlement of Loans and the servicing of assets. These activities may be undertaken in different markets. Accordingly, the Lender hereby authorizes and instructs the Agent: 

(i)

subject to this Exhibit, to hold on behalf of Lender the Loaned Securities and/or securities, bonds, notes, other financial assets or cash which form part of the Collateral (collectively, the “Assets”) from time to time; and 

(ii)

to establish on its books a securities account (the “Securities Account”) and a collateral account (the “Collateral Account”) in connection with the foregoing. 

2.

PERFORMANCE BY THE AGENT ACTING AS CUSTODIAN OF THE ASSETS 

(A)

Lender authorizes the Agent to do all such things as may be necessary to effect the purposes of this Agreement without any instructions from Lender, including without limitation signing any documentation required under the laws of the relevant jurisdiction, collecting income, payments and distributions in respect of the Assets, and making cash disbursements for any expenses incurred in respect of the Assets or otherwise pursuant to this Agreement. 

(B)

In providing the safekeeping services contemplated hereunder, insofar as the safekeeping services are provided by Citibank, N.A., London,, the Agent shall comply with the FCA and PRA Rules applicable or other applicable rules to it as custodian and shall treat Lender as a professional client for the purposes of the FCA Rules.  

(C)

Administrative support providers are those persons utilized by the Agent to perform ancillary services of a purely administrative nature such as couriers, messengers or other commercial transport systems. 

(D)

Market infrastructures are public utilities, external telecommunications facilities and other common carriers of electronic and other messages, and external postal services.  Market infrastructures are not delegates of the Agent and the Agent has no responsibility for selection or appointment of, or for performance by, any market infrastructure. 

(E)

Assets deposited with clearance systems hereunder will be subject to the laws, rules, statements of principle and practices of such clearance systems. Assets held in a clearance system may be subject to a lien or other security interests under such laws, rules, statements of principle and practices.

(F)

The Agent may deposit or procure the deposit of Assets with any clearance system as required by law, regulation or best market practice.   

(G)

The Agent shall act in good faith and use reasonable care in the selection and continued appointment of Subcustodians.  Subject to paragraph 3(B) below, the Agent shall also be responsible for the negligence, willful misconduct or fraud of any branch or subsidiary of the Agent that is a Subcustodian. As to Subcustodians which are not branches or subsidiaries of the Agent, the Agent shall bear responsibility as set forth in the first sentence of this paragraph (G) and section 5(b) of the Agreement.  

(H)

The Agent does not provide shareholder voting services for Lender.   

(I)

The Agent shall be under no duty to take or omit to take any action with respect to the safekeeping of, or any other matter relating to the Assets held by it, except in accordance with this Agreement (including, for the avoidance of doubt, any reporting, accounting or auditing obligations). 

(L)

Wherever possible, the Securities Account and the Collateral Account shall be designated so as to make it clear that the Assets belong to Lender and shall be segregated from the Agent’s securities or securities belonging to an affiliated company of the Agent that is not being treated as an arm’s length customer in accordance with the FCA Rules. 

(M)

Where applicable, the Agent shall notify Lender of notices, circulars, reports and announcements which the Agent has received, in the course of acting in the capacity of custodian, concerning the Assets held on Lender’s behalf that require discretionary action, including the exercise of voting rights, conversion and subscription rights, takeovers, other offer or capital re-organizations. 

3.

EU SHAREHOLDER RIGHTS DIRECTIVE (“SRD II”)¹ 

(A)

SRD II contains certain requirements relating to equity securities that are within its scope and any other securities that are covered in a local law implementation of SRD II (collectively, “SRD II Securities”) with respect to the (i) identification of shareholders, (ii) the transmission of information to shareholders and the (iii) facilitation of the exercise of rights by shareholders. 

(B)

The Borrowers will periodically deliver Collateral on a title transfer basis to mitigate the Lender’s credit risk if that Borrower defaults. Such Collateral is held (directly or indirectly) in one or more custody accounts with one or more designated custodians or subcustodians, who may also act as tri-party collateral managers (such Collateral, when comprising SRD II Securities, the “SRD II Collateral”).   

(C)

The Agent will respond to any shareholder identification requests received in connection with SRD II as required by law. In respect of SRD II Collateral, the Agent will identify the Lender as the

(D)

The Lender instructs the Agent to deliver all information, and/or to direct that the applicable custodian delivers all information, relating to SRD II Collateral to the Borrower or, where SRD II Collateral was provided following the Borrower exercising a right of re-use over such SRD II Collateral, the original collateral provider as determined by the applicable custodian. 

(E)

Where the Lender is entitled to exercise any rights (including, without limitation, any voting rights) in respect of SRD II Collateral (for example, as a result of a failure by the Borrower to substitute such SRD II Collateral), the Lender instructs the Agent  to accept instructions on the exercise of such rights from the Borrower, or to direct the applicable custodian to do so, subject to the terms of any documentation entered into with the applicable custodian and/or Borrower (which may preclude any exercise of  such rights in some or all circumstances). 

4.

STANDARD OF CARE; SCOPE OF RESPONSIBILITY 

(A)

In performing its custodial duties, the Agent shall exercise the due care of a professional custodian for hire. 

(B)

The scope of responsibility of the Agent in its capacity as Custodian and any qualifications upon or exclusions relating to such responsibility shall be as set forth in the Agreement. 

(C)

In performing its custodial functions, the Agent is responsible for the performance of only those duties as are expressly set forth herein and shall have no implied duties or obligations. The Agent is not responsible for supervising the Lender’s principal custodian.  

(D)

In the event of the insolvency or any other analogous proceedings of a third party holding Lender’s Assets, the Agent will typically only have an unsecured claim against the third party on Lender’s behalf, and Lender will be exposed to the risk that the securities, cash or any other property received by the Agent from the third party is insufficient to satisfy Lender’s claim and the claims of all other relevant clients. Agent requires all subcustodians to segregate securities held for Agent’s clients from Subcustodian’s own securities and Agent obtains legal opinions covering, among other things, a custodial client’s right to recover securities in the event of the insolvency of the subcustodian or a central securities depository. 

(E)

Lender understands and agrees that the Agent’s performance under this Exhibit B is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, clearance system or market where or through which Instructions are to be carried out and to which the Agent is subject and as exist in the country in which any Assets are held. 

(F)

The Agent shall exercise reasonable care in receiving Assets but does not warrant or guarantee the form, authenticity, value or validity of any Security received by the Agent. If the Agent becomes aware of any defect in title or forgery of any Security, the Agent shall promptly notify Lender. 

(G)

The Agent is not responsible for the form, accuracy or content of any notice, circular, report, announcement or other material not prepared by the Agent but provided by Agent pursuant to this Exhibit B. 

5.

CITIGROUP ORGANIZATION INVOLVEMENT 

11

SRD II means Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies, as amended by Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 as regards the encouragement of long-term shareholder engagement (“SRD II”)