HomeMy WebLinkAboutContract 64029CSC No. 64029
AGENCY SECURITIES LENDING AGREEMENT
THIS AGENCY SECURITIES LENDING AGREEMENT (the "Agency Agreement") is entered into as of the 29th
day of September 2025 among:
(1) Mitsubishi UFJ Trust and Banking Corporation (the "Bank"), acting through its federal branch at
1221 Avenue of the Americas, NY, NY 10020 (the "MUTB-NY") and, solely for the purposes of making the
representations specified in Section 4 and providing the indemnities specified in Section 13, acting
through its Tokyo Head Office (the "Head Office")
and
(2)City of Fort Worth, Texas (the "Client").
WHEREAS:
A.MUTB-NY is a federal branch of MUTB located in New York and licensed by the U.S. Department
of the Treasury's Office of the Comptroller of the Currency;
B.The Client wishes MUTB-NY, as its agent and on its behalf, to arrange, sell, lend or otherwise
transfer Securities to various Counterparties under the terms of securities lending agreements,
repurchase agreements and other agreements and documentation as may be appropriate
against the transfer of Collateral or cash subject to an obligation of the relevant Counterparty to
transfer or sell Equivalent Securities to Bank acting for Client at a certain date or on demand;
B.The Client further wishes MUTB-NY to enter into and make Investments as its agent for the
management of cash Collateral;
C.MUTB-NY has agreed to do so on the terms and conditions set forth below;
D.MUTB is a banking corporation organized and headquartered in Tokyo, Japan, and is subject to
supervision and regulation by the Japan Financial Services Agency; and
E.The Head Office has agreed to, and has the legal right, power and authority to, indemnify the
Client on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the mutual covenants, representations, terms and conditions
contained herein, MUTB-NY, its Head Office and the Client agree as follows:
1.DEFINITIONS
The following terms, as used herein, shall have the following meanings:
"Agent" means MUTB-NY acting in its capacity as the duly appointed agent of the Client pursuant to this
Agency Agreement.
"Bank Affiliate" means any office or branch of the Bank and any other entity that directly, or indirectly
through one or more intermediaries, controls the Bank or that is controlled by or is under common
control with the Bank.
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"Business Day" means any day on which (i) transfers are made by the Clearance System through which
Client Securities subject to Transactions are transferred; (ii) transfers are made by the Clearance System
through which the Collateral relating to Transactions is transferred; (iii) the New York Stock Exchange is
open for regular trading; and (iv) MUTB-NY is open for business.
"Clearance System" means the relevant payment and/or securities settlement system or central
counterparty clearing entity (CCP) in respect of cash, Client Securities and Collateral that are transferred
pursuant to Transactions.
"Client's Account(s)" means the Client's account(s) set forth in Exhibit A, as such Exhibit may be
amended or supplemented from time to time by delivery to MUTB-NY from the Client of an amended or
supplemented Exhibit A.
"Client Affiliate" means any office or branch of the Client and any other entity that directly, or indirectly
through one or more intermediaries, controls the Client or that is controlled by or is under common
control with the Client.
"Client Information" means Client's identity, business address, U.S. Tax Identification Number, lega.
entity identifier, lendable securities and such other information as has been obtained by Bank from
Client or public sources, including in connection with Client's Transactions.
"Client Obligations" means: (a) the execution, delivery and performance of this Agency
Agreement by the Client; (b) the entering into and performance of the obligations arising under
any Transaction or under the applicable Counterparty Agreement; and (c) the entering into and
performance of the obligations arising with respect to any Investment entered into or made hereunder
or under the applicable Counterparty Agreement.
"Client Securities" means Securities which are, from time to time, contained in the Client's Account(s)
and which are available for Lending Transactions pursuant to this Agency Agreement.
"Code" means the U.S. Internal Revenue Code of 1986, and the rules and regulations promulgated
thereunder, as amended.
"Collateral" means the types of collateral set forth in Exhibit C received by MUTB-NY in connection with
a Lending Transaction or Reverse Transaction. For the purposes of this Agency Agreement, any
Securities received by MUTB-NY as Agent pursuant to a Reverse Transactions set forth in Exhibit D,
Investment Guidelines, shall be deemed to be Collateral.
"Collateral Value" means, with respect to any item of Collateral, the Market Value of such Collateral
divided by the margin percentage applicable to such Collateral specified in Exhibit C.
"Counterparty" means any entity approved by the Client and identified in Exhibit B hereto, as such
Exhibit may be amended or supplemented from time to time by notice from MUTB-NY and excluding an
entity deleted from such Exhibit B pursuant to written, e-mailed, faxed or other electronically delivered
instructions from the Client.
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"Counterparty Affiliate" means any office or branch of a Counterparty and any other entity that directly,
or indirectly, controls, is controlled by or is under common control with a Counterparty.
"Counterparty Agreements" means securities lending agreements, repurchase agreements, and other
agreements between MUTB-NY (as Agent on behalf of the Client) and any Counterparty, the terms and
conditions of which shall govern Transactions carried out in various markets negotiated by MUTB-NY (as
Agent on behalf of the Client) in its sole discretion pursuant to Section 2 hereof.
"Distributions" means all interest payments, stock or cash dividends or other distributions, rights or
warrants made in respect of the Transferred Securities during the term of any Transaction.
"Dividend Entitlement Table" means a schedule of dividend withholding entitlements of relevant tax
authorities pursuant to lending foreign securities, as set forth in Exhibit F, Dividend Entitlement Table for
Lending Transactions in Non-US Securities.
"Equivalent Securities" means Transferred Securities or Securities of the same issuer, issue, class and
quantity as the Transferred Securities (or equivalent thereof in the event of a reorganization,
recapitalization or merger of the issuer of the Transferred Securities�.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
"Indemnity Proceeds" means any amount paid by Head Office (or MUTB-NY on behalf of Head Office) to
the Client pursuant to its respective indemnity set forth in Section 13.
"Insolvency Default" means a default under a Counterparty Agreement arising from an act of insolvency
(or such other similar event) of the Counterparty as determined pursuant to the applicable Counterparty
Agreement.
"Investments" means:
(i) Securities, instruments and other investments; and
(ii) other financial contracts, including Reverse Transactions,
that are purchased or made using cash in Client's Accounts (including cash Collateral) in each case as
determined by MUTB-NY as Agent in accordance with the Investment Guidelines contained in Exhibit D.
For the avoidance of doubt, to the extent authorized by Exhibit D, Investments may include Securities,
instruments and investments issued by, purchased through or transactions entered into with MUTB-NY,
Bank Affiliates and customers of MUTB-NY and/or Bank Affiliates for whom MUTB-NY acts in any
capacity.
"Lending Transactions" means transactions entered into between the Client (through the agency of
MUTB-NY) and a Counterparty under the terms of a Counterparty Agreement pursuant to which (i) the
Client lends, sells or otherwise transfers Client Securities to such Counterparty and (ii) the Counterparty
transfers or pledges Collateral or pays cash to MUTB-NY as Agent subject to an obligation of such
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Counterparty to redeliver or resell Equivalent Securities to the Client and for the Client to transfer back
Collateral or pay cash back to the Counterparty.
"Liquidation Proceeds" means (i) in the case of Transactions where cash Collateral has been provided,
the amount of such cash, or (ii) in the case of Transactions where Collateral consisting of Securities has
been provided, the realized Market Value of such Securities on the date that MUTB-NY takes action with
respect to such Collateral under Section 12. For the avoidance of doubt, in the case of cash Collateral,
the amount of Liquidation Proceeds is not related to the Market Value, at any time, of any Investments
purchased or entered into with such cash Collateral.
"Market Value" means, the value of any relevant cash or Securities as determined by MUTB-NY acting in
good faith and with reference to any relevant valuation provisions contained in any applicable
Counterparty Agreement (and for the avoidance of doubt MUTB-NY may rely upon the accuracy of any
recognized independent pricing service in assessing Market Value
"Non-US Securities" means Securities issued by a non-US issuer.
"Plan" means any (i) employee benefit plan subject to Title I of ERISA, (ii) plan, individual retirement
account or other arrangement subject to Section 4975 of the Code, or (iii) entity the underlying assets of
which are considered to include Plan Assets of such plans, accounts or arrangements.
"Plan Assets" means "plan assets" within the meaning of Section 3(42) of ERISA.
"Realized Income" means: (a) the net income accrued or (to the extent not previously taken into
account under this provision) paid from Investments after the payment of all fees, charges, interest or
commissions paid with respect to such Investments; PLUS (b) any fees accrued or (to the extent not
previously taken into account under this provision) paid by a Counterparty in respect of Transactions;
LESS (c) any interest, rebate or fee accrued or (to the extent not previously taken into account under this
provision) paid to a Counterparty in respect of Transactions and Investments.'
"Recall Notice" means notice provided to MUTB-NY by the Client in accordance with the procedures set
out in Section 8 and Exhibit E, Recall Notice Procedures.
"Recall Period" means the period of time commencing on the Business Day the related Recall Notice is
received, provided, however, that if such Recall Notice is received by MUTB-NY prior to 8:00 A.M.
(Eastern time zone) such Recall Notice shall be effective as if received on the previous day, and ending
on the close of the standard settlement period for such type of security or at the end of such other
period negotiated by MUTB-NY and the Counterparty.
"Required Collateral Amount" means the sum of (i) the amount of all cash Transferred to Counterparties
subject to return obligations under all of Client's Transactions and (ii) the Market Value of all Securities
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Transferred to Counterparties subject to obligations to return such Securities or Equivalent Securities
under Client's Lending Transactions.
"Reverse Transactions" means transactions entered into between the Client (through the agency of
MUTB-NY) and a Counterparty under the terms of a Counterparty Agreement under which the
Counterparty sells or otherwise transfers Securities or other financial instruments to the Client and the
Client transfers cash to the Counterparty subject to an obligation of the Client to redeliver or resell
Equivalent Securities to the Counterparty and for the Counterparty to transfer cash back to the Client.
For the avoidance of doubt, Reverse Transactions refers to Investments made with cash Collateral in
repurchase agreements by MUTB-NY, as agent on the Client's behalf, in accordance with the Investment
Guidelines contained in Exhibit D.
"Securities" means shares, stocks, bonds, debentures, notes, certificates of indebtedness, warrants or
other securities or other financial instruments (whether represented by a certificate or by a book-entry
on the records of the issuer or other entity responsible for recording such book-entries).
"Similar Plan Law" means any federal, state, local, non-U.S. or other law or regulation that is similar to
the fiduciary responsibility or prohibited transaction provisions contained in title I of ERISA or section
4975 of the Code.
"Transactions" means Lending Transactions and Reverse Transactions.
"Transfer" means a transfer or pledge of Securities from the Client to a Counterparty, or the transfer or
pledge of Securities by a Counterparty to the Client (in either case through the agency of MUTB-NY)
pursuant to the terms of the relevant Counterparty Agreement.
"Transferred Securities" means Securities that are or have been subject, as the case may be, to a
Transfer.
APPOINTMENT OF AGENT AND REVERSE TRANSACTION CUSTODIAN, IDENTITY DISCLOSURE,
AND APPROVED COUNTERP ARTIES
2.01 The Client hereby appoints MUTB-NY to act on its behalf as its agent pursuant to the terms of this
Agency Agreement to (i) enter into Lending Transactions with Counterparties on Securities in the
Client's Account(s) and to (ii) make Investments and MUTB-NY hereby accepts appointment as such and
agrees to so act. The Client authorizes MUTB-NY: (a) to enter into Lending Transactions with
Counterparties identified to and approved by the Client upon such terms as MUTB-NY shall in its sole
discretion decide, subject always to the terms hereof; (b) to enter into and make Investments in
accordance with the Investment Guidelines set out in Exhibit D; and (c) to do or cause to be done all acts
by and on behalf of the Client as it shall determine to be desirable, necessary or appropriate to
implement and administer Transactions, Investments and/or its obligations as contemplated by this
Agency Agreement. The Bank shall have the right to decline to enter into any Transaction or Investment
in its sole discretion and without notice to Client.
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2.02 The Client hereby authorizes and grants MUTB-NY the Client's power of attorney, to negotiate and
execute (and where necessary take such steps, including the execution of any documentation, as it
considers necessary where it is subrogated to the rights of the Client pursuant to this Agency
Agreement) as Agent, all and any Counterparty Agreements and to take all and any other actions
necessary to enter into Transactions or make Investments (including, without limitation, making
required undertakings, including the execution and filing of documentation to regulatory and tax
authorities having jurisdiction with respect to the Transactions, Investments or Client Securities in the
United States and foreign markets). The Bank agrees to promptly notify Client of any proposed
modifications to Counterparty Agreements that are materially adverse to Client's interests.
2.03 The Bank shall be authorized to disclose Client Information to (i) the Counterparties, (ii) issuers and
entities with whom any contracts are entered into as Investments, (iii) Bank Affiliates, (iv) regulatory and
tax authorities having jurisdiction with respect to the Transactions, Investments or Client Securities, and
(v) such third party service providers and other parties as are reasonably necessary in accordance with
industry practice to (a) comply with applicable law (including the European Union Securities Financing
Transaction Regulation), (b) enter into Counterparty Agreements, Transactions and Investments on
Client's behalf, (c) perform its obligations under this Agency Agreement or (d) otherwise administer
Transactions and Investments hereunder, including without limitation service providers that collect and
provide aggregated transaction data. From time to time, MUTB-NY may require the Client to provide
additional Client Information for disclosure to any of the foregoing parties, and Client agrees and
acknowledges that MUTB-NY may be unable to effect Transactions or make Investments for the Client if
it fails to provide such information. MUTB-NY agrees that it will monitor and test its data safeguards
from time to time and adjust such safeguards in light of relevant circumstances or the results of such
testing or monitoring. If MUTB-NY suspects or becomes aware of any unauthorized access to any
#faa�+a� personally identifiable information ("Personal Data") by any unauthorized person or third
party, or becomes aware of any other security breach relating to financial or Personal Data held or
stored by MUTB-NY under this Agreement or in connection with the performance of any services
hereunder, MUTB-NY shall immediately notify the Client in writing and shall fully cooperate with the
Client, at MUTB-NY's expense, to prevent or stop such breach. MUTB-NY shall comply fully with
applicable laws and take all appropriate steps to remedy any such breach. MUTB-NY will defend,
indemnify, and hold harmless the Client, its officers, directors, employees, and agents, from and against
any and all claims, losses, liabilities, damages, and reasonable attorneys' fees arising out of or relating to
any third-party claim arising from MUTB-NY's breach of this Section, except to the extent caused by the
acts or omissions of the Client. As between the parties, all Personal Data accessed or received by MUTB-
NY under this Agreement shall remain the property of the Client. The Client consents to the use,
processing, and disclosure of Personal Data solely to the extent necessary for MUTB-NY to fulfill its
obligations under this Agreement or as required by law. MUTB-NY shall not transfer Personal Data to
any third party (except its underlying network providers used to perform its obligations) without prior
written authorization from the Client. All Personal Data shall be stored within the United States or other
jurisdictions pre-approved in writing by the Client and shall not be transferred to any other jurisdiction
without the Client's prior written consent. MUTB-NY shall not request and Client shall not provide any
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Personal Data hereunder other than the business contact information for the persons designated by the
Client with whom MUTB-NY shall communicate in connection with this Agreement.
2.04 The Bank shall only enter into Transactions on the Client's behalf with Counterparties approved by
the Client as set forth in Exhibit B. Exhibit B may be amended or supplemented from time to time by
notice to the Client from MUTB-NY via delivery (which may be by email or mail) of an amended or
supplemented Exhibit B. Client acknowledges and agrees that MUTB-NY may propose new
Counterparties via an amended Exhibit B; however, no Counterparty shall be deemed approved unless
the City provides express written approval.
2.05 The Client hereby acknowledges that it shall not rely upon MUTB-NY to carry out any due diligence
with respect to the legal capacity, authority or otherwise of any Counterparty nor as to the
enforceability of any Counterparty Agreement, or any particular provisions thereof whether before or
upon the insolvency of or any similar event under the laws of anyjurisdiction concerning any
Counterparty. For the avoidance of doubt, MUTB-NY may perform due diligence and ongoing monitoring
with respect to the creditworthiness of Counterparties. To the extent that MUTB-NY carries out any such
due diligence, it shall be solely for the benefit of MUTB-NY and Bank Affiliates.
2.06 The Client acknowledges that MUTB-NY acts as agent for other clients who may hold some of the
same Securities as the Client and, accordingly, Transactions with a Counterparty may be allocated or
reallocated among several of MUTB-NY's clients, which may or may not include the Client, at the sole
discretion of MUTB-NY.
2.07 Transactions and some types of Investments, such as Reverse Transactions, are often carried out in
the over the counter market and not on an exchange. In such cases, MUTB-NY will enter into
Transactions and Investments, as Agent on behalf of the Client, which are not subject to the rules or
requirements of any stock or investment exchange.
2.08 MUTB-NY as Agent for Client may appoint JP Morgan Chase Bank, National Association, the Bank of
New York Mellon, Euroclear, Clearstream or any other custodian or depository, including the Bank, as a
custodian of Collateral and other assets to be held in connection with Transactions. The Client hereby
approves such appointments and authorizes MUTB-NY to give instructions to any such custodian to
deliver, receive, or otherwise transfer Securities, Collateral, and Investments on behalf of the Client in
order to facilitate the Transactions. The Client acknowledges that Collateral may be commingled and
held in a combined, joint or omnibus account at the custodian, it being understood that MUTB-NY shall
separately reflect the interests and Transactions of each client on MUTB-NY's books and records. Client
understands and agrees that where Securities delivered to an omnibus account are fungible in nature,
Client shall have the right to Equivalent Securities, rather than specific Securities held in the omnibus
account at any given time.
2.09 The Client acknowledges that, except as the Client may otherwise direct in writing to MUTB-NY, any
Investments that are Securities shall be considered Client Securities and shall be available for Lending
Transactions without any further consent from the Client. The Client further acknowledges that each of
the Client and MUTB-NY will have the same rights and obligations with respect to such a Lending
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Transaction as it would any other Lending Transaction under this Agency Agreement, including with
regard to the apportionment of Realized Income under Section 5.03, and accordingly MUTB-NY may
generate additional income for itself by entering into Lending Transactions with respect to Investments
that are Securities.
2.10 The Client agrees and acknowledges that it may be unable to exercise voting rights or participate in
dividend reinvestment programs with respect to Client Securities during the term of any Lending
Transaction with respect to those securities and hereby waives any and all such voting rights and rights
to participate in any dividend reinvestment programs.
2.11 During the term of this Agreement, the Client agrees that it shall not enter into any other
agreement with any third party whereby such third party performs services similar to the services
provided hereunder with respect to Client Securities; provided, however, that nothing in this section
shall prevent the Client from terminating this Agreement and hiring a securities lending agent other than
the MUTB-NY and the MUTB-NY will not unreasonably refuse its consent to such third party providing
similar services in addition to the MUTB-NY during a transition period.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CLIENT
The Client represents, warrants and covenants to MUTB-NY and Head Office, which representations,
warranties and covenants shall be deemed to be continuing and to be reaffirmed on each day during the
term of this Agency Agreement, that:
3.01 the Client has and will have the legal right, power and authority to enter into this Agency
Agreement and each Counterparty Agreement and to carry out all of its obligations in respect of
Transactions and Investments contemplated by this Agency Agreement and that this Agency Agreement
and each Counterparty Agreement constitutes a legal, valid and binding obligation enforceable against it
in accordance with its terms;
3.02 the Client has taken all steps necessary to authorize and approve entering into Transactions with
each approved Counterparty, including Counterparties that are Client Affiliates or Bank Affiliates if any,
in accordance with the Client's constitutional documents, internal procedures and applicable law;
3.03 at the time of each Transfer of any Client Securities, such Client Securities will be free and clear of
any liens, security interests, encumbrances or other adverse claims and that the Client shall promptly
deliver to MUTB-NY written instructions identifying any Client Securities that are subject to any liens,
security interests, encumbrances or other adverse claims;
3.04 the Client Obligations: (a) are within the Client's corporate, trust or other constitutive powers; (b)
have been duly authorized by all necessary corporate, trust or other appropriate action; (c) require no
action by or in respect of, or filing with or approval of, any governmental body, agency, regulatory
authority or official (including without limitation any exchange control approvals) that has not been
respectively taken, filed or obtained; and (d) do not contravene, or constitute a default under, any
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provision of applicable law or regulation or of the organizational documents of the Client or of any
agreement, judgment, injunction, order, decree or other instrument binding upon the Client;
3.05 the Client is a"qualified investor" as defined in Section 3�a)(54) of the Securities Exchange Act of
1934, as amended; Client is also an entity of the type described in the checked boxes in Exhibit E hereto.
3.06 the Client has provided, read and understood the Investment Guidelines contained in Exhibit D
pursuant to which Investments shall be made and hereby expressly approves such Investment
Guidelines;
3.07 the Client has: (a) taken its own professional advice and made its own determination with respect
to and fully understands the nature and extent of the potential risk of loss of the Investments and the
Transactions envisaged by this Agency Agreement, and the legal, tax, accounting and regulatory
implications, requirements and expenses with respect to the same, (b) has not relied on any statement
or representation by MUTB-NY, its employees, representatives, branches or agents made with respect
thereto, and (c) the execution and performance of this Agency Agreement, the Counterparty
Agreements, the Transactions and the Investments are appropriate for the Client taking into account its
objectives, experience, financial and operational resources;
3.08 the Client has established and maintains anti-money laundering procedures in accordance with the
applicable anti-money laundering laws, rules and regulations of its jurisdiction;
3.09 the Client has, if applicable, applied, and will continue to apply, its anti-money laundering
procedures to all of its clients/customers, and will, in accordance with the laws of its jurisdiction, take
reasonable measures to identify all clients/customers;
3.10 the Client has, if applicable, consistent with its anti-money laundering procedures, undertaken
appropriate due diligence efforts with respect to each client/customer, including (i) enhanced scrutiny
with respect to senior politically exposed persons, (ii) the preclusion of shell banks and (iii) the screening
of any country, territory, individual and/or entity prohibited pursuant to applicable sanctions regulations
and the U.S. Treasury Department's Office of Foreign Assets Control;
3.10 (i) neither the Client nor any Counterparty is, or is acting on behalf of, a Plan, (ii) no part of the
funds used by the Client or any Counterparty in connection with the Transactions or any other
transaction contemplated by this Agency Agreement constitutes Plan Assets and (iii) provided that
MUTB-NY is not using Plan Assets with respect to its entrance into, participation in, administration and
performance of, the Transactions or the other transactions contemplated by this Agency Agreement
(unless MUTB-NY relies on an available prohibited transaction exemption), the execution, delivery and
performance of this Agency Agreement, the Transactions and the other transactions contemplated
hereunder, do not and will not constitute a non-exempt prohibited transaction under Section 406 of
ERISA, Section 4975 of the Code or applicable Similar Plan Law.
The Client agrees to inform MUTB-NY immediately if any representation and warranty set forth in this
Section 3 ceases to be true and correct.
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4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF MUTB-NY AND THE HEAD OFFICE
4.01 MUTB-NY represents, warrants and covenants that it has and will have the legal right, power and
authority to carry out its obligations under this Agency Agreement, and that the execution, delivery and
performance of this Agency Agreement by MUTB-NY: (a) are within MUTB-NY's corporate powers; and
(b) have been duly authorized by all necessary corporate action under its constitutional documents.
4.02 MUTB-NY hereby undertakes: (a) to account to the Client for all outstanding Transactions pursuant
to Section 6; (b) to take all steps available under the terms of the relevant Counterparty Agreement to
maintain adequate Collateral, if applicable; and (c) to comply with all of its responsibilities and
obligations relating to Investments.
4.03 The Head Office represents, warrants and covenants that it has and will have the legal right, power
and authority to carry out its obligations under this Agency Agreement, and that the execution, delivery
and performance of this Agency Agreement by the Head Office: (a) are within its corporate powers; and
(b) have been duly authorized by all necessary corporate action under its constitutional documents.
4.04 The Head Office hereby undertakes to comply with and perform all of its responsibilities and
obligations set forth in Section 13.
5. FEES
5.01 In connection with all Transactions and Investments hereunder, MUTB-NY shall calculate the
Realized Income.
5.02 Realized Income will be calculated on a daily basis and will be paid and apportioned monthly
between the Client and MUTB-NY as follows: Client 70% and Bank 30%. The Bank agrees to credit an
amount equal to 70% of the Realized Income to the applicable Client's Account monthly on a provisional
basis regardless of when Realized Income is actually received by MUTB-NY; provided that the Client
shall, upon the request of MUTB-NY, promptly return any excess Realized Income (for example, income
accrued but not ultimately paid) credited to such Client's Account pursuant to this Section 5. For the
avoidance of doubt, MUTB-NY shall not be responsible for any negative Realized Income or for any
offset or credit to the Client with respect to any Realized Income otherwise earned by MUTB-NY.
5.03 The Realized Income shall be payable in the same currency as that received by MUTB-NY or such
other readily convertible currency agreed to in writing by the parties hereto from time to time.
5.04 The aforesaid apportionment of Realized Income shall, in the absence of any contrary written
arrangement between MUTB-NY and the Client, be determined by MUTB-NY in a commercially
reasonable manner.
5.05 Bank and Client agree to share "reasonable and customary" costs charged by the Client's custodian
for third party securities lending support according to the apportionment of Realized income under
Section 5.03.
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6. STATEMENTS AND MONITORING
6.01 The Bank shall provide the Client with statements, by written or electronic means, of Transactions
and Investments entered into by MUTB-NY on the Client's behalf, upon request or in any event not less
frequently than monthly. Reports may contain data supplied to the Agent by third parties who reserve
intellectual property and other rights in such data and may restrict its use. The Client acknowledges and
agrees that it will receive and use such data in accordance with Exhibit H(use of third party data).
6.02 Client acknowledges and agrees that: (a) in order to maximize Realized Income and avoid
unnecessary risk, it shall, on a best efforts basis promptly notify Bank of all anticipated portfolio
transitions, including its intention to hire or terminate an investment manager, liquidate a portfolio or
enact a material change in its asset allocation. Bank agrees to keep any advance notice as confidential
information and use it solely for the purpose of reallocating loans, recalling securities, closing or opening
accounts, updating Exhibit A, or taking other actions necessary in connection with Bank's responsibilities
under this Agency Agreement; (b) it is a principal to Transactions and Investments and as such it bears
responsibility for maintaining an awareness of the risks inherent to participating in the securities lending
program.
6.03 Client shall be solely responsible for all filings, tax returns and reports and other tax matters arising
in connection with the Investments and Transactions contemplated under this Agency Agreement,
including without limitation determinations of whether any such Transaction or Investment results in a
liability to it for any taxes, assessments, duties or other governmental charges.
7. PAYMENTS IN LIEU OF DISTRIBUTIONS ON THE CLIENT SECURITIES
7.01 It is understood that under the applicable Counterparty Agreement, each Counterparty shall be
required to pay or deliver to MUTB-NY payments in the amount of all Distributions made in respect of
Client Securities that are the subject of a Lending Transaction. The Distributions shall be credited by
MUTB-NY to the applicable Client's Account upon payable date for such distributions. Such Distributions
shall be provisional and may be reversed if they are not in fact paid by the Issuer of the Client Securities.
For the avoidance of doubt, Distributions are credited on the respective payable date as a service
standard and convenience; however, MUTB-NY shall have no obligation to credit the Distributions to the
applicable Client's Account unless and until MUTB-NY actually receives such Distributions.
7.02 If any Distributions are not received by MUTB-NY from a Counterparty by the expiration of the
applicable payment or delivery period specified in the relevant Counterparty Agreement, MUTB-NY shall
notify the Client of such fact and shall take all actions, on the Client's behalf and at the Client's risk and
expense, that MUTB-NY deems appropriate in its sole discretion to secure the prompt payment or
delivery of such Distributions. The Bank may exercise, on the Client's behalf, all rights that the Client
may have against the Counterparty.
7.03 If Client Securities include foreign securities, the Client shall provide MUTB-NY with an initial
schedule of withholding information applied by their custodian ("Dividend Entitlement Table") set forth
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as Exhibit F hereto, Dividend Entitlement Table for Lending Transactions in Non-US Securities. Client
agrees to promptly update such Dividend Entitlement Table upon request of MUTB-NY, or upon issuance
by such custodian of an updated or amended Dividend Entitlement Table, but in no event shall the
Client provide an updated or amended table less frequently than annually unless otherwise required by
an applicable taxing authority. The Client authorizes MUTB-NY to rely upon the latest Dividend
Entitlement Table provided as being current and accurate.
7.04 Client acknowledges that the tax treatment of amounts equivalent to interest, dividends or other
cash Distributions paid with respect to Client Securities that are the subject of a Lending Transaction
may differ from the tax treatment of the amounts to which such payment relates and that Client has
made its own determination as to the tax treatment of any such payments, Distributions, or other
amounts received hereunder.
8. TERMINATION OF LENDING TRANSACTIONS AND TRANSFER OF EQUIVALENT SECURITIES
8.01 The Client may instruct MUTB-NY to terminate any Lending Transaction in whole or in part by
delivering to MUTB-NY a valid Recall Notice in accordance with the procedure set forth in Exhibit E, in
which case, MUTB-NY shall immediately demand that the relevant Counterparty effect a Transfer of
Equivalent Securities within the applicable Recall Period, to the extent such termination is permitted
under the relevant Counterparty Agreement. Exhibit E may be amended or supplemented from time to
time by written notice to the Client from MUTB-NY. Client agrees to promptly provide Exhibit E to its
asset managers and its own relevant trading and settlement staff and acknowledges that Client's failure
to adhere to the standards contained therein may result in delayed settlement and financial loss that
shall be borne by the Client.
8.02 The Client acknowledges that if a Lending Transaction is terminated for any reason by the Client,
any losses, interest, penalties and other costs (including any term loan breakage fees) charged by
Counterparties and any losses, interest, penalties and other costs in respect of Investments made by
MUTB-NY on behalf of the Client, and other costs incurred as a result of such termination, shall be the
sole responsibility of, and shall be borne by, the Client. Nothing in this Section shall affect MUTB-NY's
standard of care set forth in Section 15, or MUTB-NY's obligations set forth in Section 13.
8.03 The Bank may, on behalf of the Client, terminate any Lending Transaction with a Counterparty at
any time in its sole discretion. In the case of any such termination by MUTB-NY, MUTB-NY shal) be
deemed to have received a Recall Notice on the day on which MUTB-NY sends notice of the termination
to the Counterparty, and the provisions of Sections 8.01 and 8.02 hereof shall apply with respect to such
termination.
8.04 The Client acknowledges and agrees that if the Client instructs MUTB-NY to terminate more than
50% of outstanding Lending Transactions, at any time, such terminations may require several settlement
cycles to complete. In such cases, MUTB-NY will use its best effort to complete the recall in a timely
manner.
--12--
9. ELIGIBLE COLLATERAL FOR TRANSACTIONS
9.01 Prior to or simultaneously with the Transfer of cash or Client Securities to a Counterparty in
connection with a Transaction, MUTB-NY may receive Collateral on the Client's behalf from a
Counterparty. At the time of delivery by the Counterparty, the Collateral Value of such Collateral shall be
not less than the Required Collateral Amount.
9.02 The Client authorizes MUTB-NY to reallocate existing Lending Transactions from one of Client's
Accounts to another or between Client's Accounts, notwithstanding that the Collateral Value of such
Client's Collateral may be less than the Required Collateral Amount. Nothing in this Section 9.02 shall
affect MUTB-NY's obligation to comply with Section 10.01. For the avoidance of doubt, this provision
benefits the Client by allowing Bank to accommodate the sale of a Transferred Security by reallocating
the loan to another of the Client's Accounts.
The eank shall identify on its books and records all Collateral received by MUTB-NY, on the Client's
behalf, and shall credit such Collateral to an account held for the benefit of the Client.
10. SECURITIES AND COLLATERAL VALUATION PROCEDURE FOR TRANSACTIONS
The Bank shall, on each Business Day, determine the Market Value of the Securities Transferred to a
Counterparty on Client's behalf under Transactions with that Counterparty relative to the Collateral
Value of Collateral received in respect of such Transactions as follows:
10.01 If on any Business Day the Collateral Value of the Collateral held in respect of Transactions with
any Counterparty (including, without duplication, any accrued but unpaid rebates) is less than the
Required Collateral Amount, MUTB-NY shall use its best efforts to obtain from such Counterparty
additional Collateral (subject to any de minimis transfer amounts determined at the discretion of Bank
[less than $250,000]) so that the Collateral Value of all Collateral is equal to or greater than the Required
Collateral Amount.
10.02 The Bank shall determine the amount of any additional Collateral to be obtained pursuant to
Section 10.01 by determining the Market Value of Client Securities Transferred to a Counterparty under
relevant Transactions and the Collateral received in respect of such Transactions on an aggregate basis
taking into account all Transactions with such Counterparty and the Collateral received in respect
thereof from such Counterparty pursuant to the applicable Counterparty Agreement. For the avoidance
of doubt, the Collateral Value for cash Collateral received under a Lending Transaction and subsequently
invested as part of an Investment will be valued based on the amount of cash received and the not value
of any Securities received under the related Investment. The Client acknowledges that it may not be
commercially practicable for MUTB-NYto obtain additional Collateral from a Counterparty pursuant to
Section 10.01 if the shortfall amount of such additional Collateral is de minimis. As a result, the
aggregate amount of Collateral pledged by a Counterparty may, from time to time, fall slightly below the
minimum threshold percentage set forth in Section 10.01.
--13 --
11. INVESTMENT OF CASH COLLATERAL
11.01 The Bank is hereby authorized and directed, without obtaining any further approval or direction
from the Client, to invest any of the cash Collateral received in connection with Lending Transactions on
the Client's behalf and for the Client's account in Investments in accordance with the Client provided
Investment Guidelines set forth in Exhibit D; provided, however, that all such investments must comply
with the Texas Public Funds Investment Act (Tex. Gov't Code Ch. 2256)(the "TPFIA") and Client shall
promptly notify MUTB-NY of any changes to the TPFIA and any other applicable state or local law that
might affect MUTB-NY's provision of services as Agent hereunder.
11.02 The Bank may sell, close-out, liquidate or unwind any Investment, on the Client's behalf and for
the Client's account, whenever Bank deems it appropriate to do so to protect Client's interests or to
minimize Head Office's exposure under Section 13 of this Agency Agreement, and shall do so whenever
practicable with notice to Client or in consultation with Client. For the avoidance of doubt, such sales
may be transacted with or through MUTB-NY, Bank Affiliates and customers of MUTB-NY and/or Bank
Affiliates for whom MUTB-NY acts in any capacity.
11.03 The Client agrees to accept all investment risks associated with any and all Investments, including,
but not limited to, interest rate, market, credit and liquidity risk, except with respect to Reverse
Transactions as described in Section 13.01 with respect to which Head Office has agreed to indemnify
the Client against certain losses arising from the Insolvency Default of a Counterparty. To the extent of
any deficiency in the amount of Collateral available for return to a Counterparty due to losses on
Investments (including negative Realized Income) or otherwise, the Client shall deliver to MUTB-NY,
promptly after notice of such deficiency and upon request for such payment by MUTB-NY, funds in an
amount equal to such deficiency. For the avoidance of doubt, a failure by MUTB-NY to provide notice of
such deficiency or to request such payment shall not constitute a waiver of its rights to such payment.
The Bank may, but is not obligated to, advance funds required to be paid by the Client under this Section
11.03; provided however that the Client acknowledges and agrees that any such advance shall bear
interest at a rate per annum equal to MUTB-NY's overnight bank funding rate ("OBFR"), which rate is a
reference rate and does not necessarily represent the lowest or best rate actually charged to any
customer. The Client further acknowledges and agrees that MUTB-NY may, in its sole discretion, in
satisfaction of the Client's obligations to MUTB-NY in respect of any such advance, deduct the amount of
such advance, together with interest thereon as described in the preceding sentence, from amounts
that would otherwise be payable to the Client under this Agency Agreement.
11.04 The Client acknowledges that Investments may be in obligations or other securities of MUTB-NY
or any Bank Affiliate and/or in a short-term investment fund, mutual fund, securities lending trust or
other collective investment fund with respect to which MUTB-NY and/or a Bank Affiliate provide
investment management or advisory, trust, custody, transfer agency, shareholder servicing and/or other
services for which they are compensated ("Affiliated Funds"), provided, however, that no such affiliated
investment shall be made without the City's prior written approval. The Client further acknowledges
--14--
that interests in Affiliated Funds are not deposits and are not guaranteed or insured by MUTB-NY or a
Bank Affiliate or by the Federal Deposit Insurance Corporation or any government agency.
11.05 The Client is hereby advised and acknowledges that the provisions of the Securities Investor
Protection Act of 1970 may not protect the Client with respect to a Lending Transaction under this
Agency Agreement and that, therefore, the Collateral delivered to the Client may constitute the only
source of satisfaction of the Counterparty's obligations in the event the Counterparty fails to return the
Transferred Securities.
12. CLOSE-OUT, LIQUIDATION OF AND ENFORCEMENT OF RIGHTS TO COLLATERAL
12.01 In the event that MUTB-NY is notified or becomes aware of the occurrence in respect of a
Counterparty of a default, event of default termination event or analogous event pursuant to a
Counterparty Agreement, MUTB-NY may in its sole discretion exercise, on Client's behalf, such rights,
including any rights of termination, in respect of Transactions with such Counterparty, to which the
Client is entitled under the terms of such Counterparty Agreement.
12.02 If MUTB-NY exercises any rights to terminate Transactions with a Counterparty on the Client's
behalf and the Counterparty fails to return the Transferred Securities or the cash transferred to such
Counterparty pursuant to any Reverse Transaction, as applicable, MUTB-NY shall, at the Client's
expense, close-out, liquidate, or enforce rights to any Collateral received in respect of: (a) Lending
Transactions with such Counterparty and, subject to Section 12.03, apply the Liquidation Proceeds to
the purchase of Equivalent Securities as replacement for the Client Securities subject to such Lending
Transactions with the relevant Counterparty; and (b) Reverse Transactions with such Counterparty and
apply the Liquidation Proceeds in replacement of the cash paid to such Counterparty pursuant to such
Reverse Transactions. The Client acknowledges that any Liquidation Proceeds received in excess of that
required for the purposes in the preceding clauses (a) and (b) may be (i) applied against any other
obligations of the Counterparty under the relevant Counterparty Agreement; (ii) applied against any
expenses associated with the close-out, liquidation of, or enforcement of rights to the Collateral and the
purchase of such Equivalent Securities or replacement of cash Collateral; or (iii) returned to the
Counterparty pursuant to the relevant Counterparty Agreement.
12.03 For two Business Days, or as otherwise agreed by MUTB-NY and the Client, from the date of any
such close-out, liquidation of, or enforcement of rights to the Collateral MUTB-NY shall use reasonable
efforts and act in accordance with the provisions of all Counterparty Agreements to effect the purchase
of Equivalent Securities with the aggregate of the Liquidation Proceeds and Indemnity Proceeds (if any),
but any such purchase shall be made only in such markets, in such manner and time, and on such terms
as MUTB-NY shall consider appropriate in its sole discretion, provided that MUTB-NY may, in its sole
discretion, elect to credit the applicable Client's Account with the Liquidation Proceeds, and Indemnity
Proceeds, if any, in cash, rather than purchasing Equivalent Securities. For the avoidance of doubt, any
purchase of Equivalent Securities may be made from or through MUTB-NY, Bank Affiliates and
customers of MUTB-NY and/or Bank Affiliates for whom MUTB-NY acts in any capacity.
--15--
13. INDEMNITIES TO CLIENT
13.01 In the event of an Insolvency Default, the Head Office undertakes to indemnify the Client with
respect to any shortfall between the Liquidation Proceeds and the Market Value (determined at the
time MUTB-NY, as Agent, exercises the appropriate remedy in accordance with the terms of the relevant
Counterparty Agreement) of: (i) in respect of Lending Transactions, the Securities subject to such
Transaction or (ii) in the case of Reverse Transactions, the amount of cash transferred to the
Counterparty with respect to such Transaction; provided, however, that the Head Office shall not
indemnify the Client in either case for any such shortfall if the Head Office determines in its sole
discretion that the applicable Counterparty is a Client Affiliate. Client understands and agrees that the
indemnity provided in this Section is entered into by, and an obligation of the Head Office and not of
MUTB-NY. MUTB shall make any payments in respect of this indemnity through the Head Office and
Client shall not have recourse to MUTB-NY in respect of this indemnity. Client further acknowledges and
agrees that the assets of MUTB-NY shall not be available to Client by way of set-off, counterclaim or
otherwise, to satisfy any obligations of, or claims against, the Head Office. Client agrees not to proceed
against MUTB-NY to collect or recover any money or securities owed to it in connection with this Section
13.01.
13.02 Except as provided in Section 13.01, neither MUTB-NY nor the Head Office shall have any liability
to the Client for any failure of a Counterparty to transfer Equivalent Securities or pay cash upon the
termination of a Transaction. To the extent that the Head Office makes any payments to the Client
under Section 13.01, the Head Office shall become and remain subrogated to all of the Client's rights
that the Client may have against the Counterparty or any other third party, and the Client hereby assigns
all such rights to the Head Office. The Client agrees to execute and deliver all such written documents,
and to take all other actions reasonably requested by the Head Office, from time to time, to give effect
to any rights of subrogation referred to in this Section.
13.03 To the extent that the Head Office makes any payments to the Client under Section 13.01 and to
the extent that any rights, claims or other demands against any Counterparty or third party are
incapable of subrogation under Section 13.02, the Client hereby agrees to take all such actions as are
reasonably requested by the Head Office to exercise any such rights, claims or demands and undertakes
to pay the proceeds thereof (up to the amount of the payments by the Head Office) forthwith upon
receipt to the Head Office.
13.04 The Client acknowledges and agrees that nothing in this Section 13 obliges MUTB-NY or the Head
Office to indemnify the Client against any losses in respect of Investments arising from market, credit, or
other risks.
13.05 MUTB-NY agrees to reimburse Client for any losses arising from MUTB-NY's failure to (i) recall
Client's securities on loan under this Agency Agreement after being notified in accordance with Exhibit E
of this Agency Agreement, (ii) secure and/or maintain Collateral as set out in Section 10 and 11 of this
Agency Agreement, or (iii) receive Distributions and all economic benefits of ownership of the Client's
Securities on loan.
--16--
14. MUTB-NY's RELATIONSHIP WITH A COUNTERPARTY
The Client acknowledges that the Bank, whether acting through MUTB-NY or otherwise, may be a
creditor for its own account or represent in a fiduciary capacity, or any other capacity, any Counterparty
or any creditor or client of a Counterparty, even though the interests so represented may conflict with
those of the Client. MUTB-NY's obligations hereunder are only those expressly set forth in this Agency
Agreement or as otherwise expressly agreed in writing by MUTB-NY. Without limiting the generality of
the foregoing, the Bank, whether acting through MUTB-NY or otherwise, shall not be required to
disclose any financial or other information about a Counterparty obtained in the course of its
relationship with such Counterparty, except as expressly provided in this Agency Agreement.
15. STANDARD OF CARE/ LIMITATION OF LIABILITY
15.01 Except as otherwise expressly provided in this Agency Agreement, or by applicable law MUTB-NY
shall not be liable for any losses, liabilities, costs, expenses, damages or claims (including without
limitation, reasonable fees and disbursements of counsel and accountants) incurred by the Client,
except those losses, liabilities, costs, expenses, damages or claims directly arising out of the gross
negligence, bad faith or willful misconduct of MUTB-NY. Notwithstanding any express provision to the
contrary herein, except as otherwise provided by applicable law, MUTB-NY shall not be liable for any
indirect, consequential, punitive, incidental, special or exemplary losses, liabilities or damages, or
damages for lost profits or loss of business, even in the event that MUTB-NY has actual knowledge that
such damages may be incurred by the Client.
15.02 The Client agrees that MUTB-NY's duties and responsibilities shall only be those expressly set forth
in this Agency Agreement and MUTB-NY may consult with counsel and be fully protected with respect to
any action taken or omitted to be taken in good faith upon advice of such counsel.
15.03 The Client agrees that MUTB-NY may rely on any certificate, statement, request, consent,
agreement or other instrument which it believes to be genuine and to have been signed or presented by
an authorized person or persons.
16. INDEMNIFICATION BY CLIENT
16.01 Subject to the Client's governmental immunity and to the extent permitted by applicable Texas
law, the Client shall indemnify and hold harmless MUTB-NY, Bank Affiliates and their respective officers,
employees and agents ("Indemnified Parties"�: (a) from any losses, liabilities, costs, expenses, damages
or claims (including without limitation, reasonable fees and disbursements of counsel and accountants)
incurred by any Indemnified Parties in rendering services hereunder or in connection with any breach of
the terms of this Agency Agreement by the Client, including without limitation any losses suffered or
incurred as a result of errors or omissions of third-party pricing vendors, except such losses, liabilities,
costs, expenses, damages or claims arising out of the negligence, bad faith or willful misconduct of such
Indemnified Parties, or except as otherwise expressly provided in this Agency Agreement; nothing in this
Section shall derogate from the indemnities provided by the Head Office in Section 13; and (b) for the
--17--
full amount of any tax which an Indemnified Party is obliged to deduct or withhold or otherwise pay to
any relevant taxing authority, whether or not the claim for such payment of taxes by that taxing
authority was correctly or legally asserted. The relevant Indemnified Party may (but shall not be
obligated to) consent to contest the Client's liability to the tax described in clause (b) of the previous
sentence on behalf of the Client (but at the expense of the Client). If such taxing authority agrees (or a
court of final jurisdiction determines) that the tax was not correctly or legally levied, and such tax is
refunded to an Indemnified Party, then such party shall return such amount (together with interest, if
any, paid by the relevant taxing authority) to the Client. Nothing in this Section shall be construed as a
waiver of any rights, defenses, or immunities available to the Client under Texas law, including
constitutional and statutory limitations on indemnity. Client acknowledges that this Agreement is a
written contract for services under Texas Local Government Code 271.152 and the Transactions and
Investments authorized hereunder constitute commercial activity of the Client for the purpose of
earning additional income on its investments.
17. AGENTS AND DELEGATEES
17.01 MUTB-NY may use such agents, including but not limited to, such clearing agents, securities
depositories, nominees, and Bank Affiliates, as MUTB-NY deems appropriate to carry out its duties
under this Agency Agreement. To the extent that a Bank Affiliate acts as MUTB-NY's agent hereunder,
MUTB-NY agrees to be responsible for the acts and omissions of such Bank Affiliate as though
performed by MUTB-NY directly. The Client agrees that MUTB-NY's sole liability for the acts or omissions
of any other agent shall be limited to liability arising from MUTB-NY's failure to use reasonable care in
the selection of such agent.
17.02 The Client acknowledges and agrees that MUTB-NY may delegate any of its obligations under this
Agency Agreement, in whole or in part, to one or more Bank Affiliates; provided that MUTB-NY agrees to
be responsible for the acts and omissions of such Bank Affiliate as though performed by MUTB-NY
directly. For the avoidance of doubt, the Agency Securities Lending Program operates from multiple
locations and, therefore, Transactions may be entered into on the Client's behalf through the MUTB's
various branches and offices, but not limited to MUTB-NY, its London branch, Head Office and its
Singapore Office.
18. FORCE MAIEURE
18.01 The Bank shall not be responsible for any losses, liabilities, costs, expenses, damages or claims
suffered or incurred by the Client resulting directly or indirectly from: (a) any action, omission,
suspension of trading, decision or ruling of any exchange or regulatory, governmental or other body or
of any other person that is beyond MUTB-NY's control (including floor broker, exchange, dealing or
clearing house error); (b) any war, strike, lock-out, natural disaster, pandemic, act of terrorism or delay
in postal service; and (c) any other delay or inaccuracy in the transmission of orders or other
information, or any breakdown, failure or malfunction of any telecommunication or computer system
which is beyond the control of MUTB-NY; provided that MUTB-NY shall use reasonable efforts to inform
the Client of the occurrence of any such event.
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19. TERMINATION OF AGENCY AGREEMENT
This Agency Agreement shall continue in effect for an initial three-year period beginning on its effective
date first specified in the preamble hereof, and if not terminated as provided herein shall continue in
effect for successive annual periods; provided, however, that this Agency Agreement may be terminated
by either party at any time by giving to the other not less than 30 calendar days prior notice in writing
(such termination becoming effective upon expiry of such notice), provided that such termination shall
not affect any Transaction or Investment or any obligation under this Agency Agreement which is then
outstanding and the provisions of this Agency Agreement shall continue to apply to each such
Transaction or Investment and each obligation until all the obligations of each party to the other under
this Agency Agreement and each such Transaction have been fully performed ("Legacy Transactions").
Upon termination of this Agency Agreement, MUTB-NY shall use commercially reasonable efforts to
assist the Client in effecting an orderly transition of the Legacy Transactions to a successor lending agent
and may, pending such transition, close out Legacy Transactions if in its good faith judgment it is in the
Client's interest to do so; provided that if such transition has not been completed within 60 days
following termination of this Agency Agreement, MUTB-NY may close out any or all Legacy Transactions
in its sole discretion. Notwithstanding the foregoing, Client's obligations under this Agreement are
subject to annual appropriation of funds by its governing body. If sufficient funds are not appropriated,
Client may terminate this Agreement without penalty or further obligation by providing written notice
thereof as provided herein.
20. NOTICES
20.01 All notices under this Agency Agreement shall be in writing and sent by mail, email or facsimile,
addressed as follows:
(a) To BANK:
For Agency Securities Lending Desk
Name: Mitsubishi UFJ Trust and Banking Corporation, New York Branch
Address: 1221 Avenue of the Americas lOth Floor, New York, New York 10020
Attn: Agency Securities Lending Desk
Email: securities.lendin�.dl@ny.tr.mf�.jp
Tel: +1-212-891-0179
Attn: U.S. Client Services
Email: SLclientservicesCa@ny.tr.muf�.ip
Tel: +1-212-915-0068
For Legal Notices:
--19--
Name: Mitsubishi UFJ Trust and Banking Corporation, New York Branch
Address: 1221 Avenue of the Americas lOth Floor, New York, New York 10020
Attn: Legal Group, General Counsel
Tel: +1-212-891-8315
(b) To HEAD OFFICE:
Head Office appoints Bank as its "Agent for Service" of Process.
Name: Mitsubishi UFJ Trust and Banking Corporation, New York Branch
Address: 1221 Avenue of the Americas lOth Floor, New York, New York 10020
(c) To CLIENT:
Name: City of Fort Worth
Address: 100 Fort Worth Trail, Fort Worth, TX 76102-2661
Attention: City Attorney's Office
Telephone No: +1-817-392-7600
Email: cityattorney@fortworthtexas.gov
20.02 Notices shall be effective upon receipt. The address of either party may be changed by prior
written notice to the other party.
20.03 Public Information Act Compliance. The Parties acknowledge that the Client is subject to the Texas
Public Information Act, and nothing in this Agreement shall prohibit disclosure of public information as
required by applicable Texas law.
21. GOVERNING LAW, JURISDICTION AND PROCESS
This Agency Agreement shall be governed and construed in accordance with the laws of the State of
Texas, without regard to conflict of law principles.
Each party hereto irrevocably and unconditionally (a) submits to the exclusive jurisdiction of any United
States Federal or Texas State court sitting in Tarrant County, and any corresponding appellate court,
solely for the purpose of any suit, action, or proceeding brought to enforce its obligations hereunder or
relating in any way to this Agency Agreement or any Transaction contemplated hereby, and (b) waives,
to the fullest extent it may effectively do so, any defense of inconvenient forum to the maintenance of
such action or proceeding in Tarrant County and lack ofjurisdiction on account of its place of residence
or domicile. Venue for any suit brought under the Agreement shall be in a court of competent
jurisdiction in Tarrant County, Texas. Notwithstanding the foregoing, nothing in this Agreement shall be
construed as a waiver of the Client's sovereign immunity under Texas law as described above.
--20--
EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION,
PROCEEDIN6, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGENCY AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
22. SUCCESSORS AND TRANSFER OF INTERESTS
22.01 Except as provided by Section 22.02 below, the rights, interests and obligations of the Client under
this Agency Agreement and under each Transaction shall not be capable of being assigned or transferred
without the prior written consent of MUTB-NY. Any assignment made without the prior written consent
of MUTB-NY shall be null and void.
22.02 Any obligations of MUTB-NY under this Agency Agreement may be performed by any Bank
Affiliate and any and all rights, interests and obligations of the Client expressed to be in favor of MUTB-
NY shall be held by MUTB-NY for any Bank Affiliate which performs the relevant services, provided that
MUTB-NY shall remain liable to the Client under the terms hereof as if such obligations were performed
by MUTB-NY.
23. SEVERABILITY
If any provision of this Agency Agreement is declared by any judicial or other competent authority to be
void or otherwise unenforceable, that provision shall be severed from the Agency Agreement and the
remaining provisions of this Agency Agreement shall remain in full force and effect. This Agency
Agreement shall, however, thereafter be amended by the parties in such reasonable manner so as to
achieve, without illegality and to the extent practicable, the intention of the parties with respect to that
severed provision.
24. GENERAL
24.01 Any provision of this Agency Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and signed by the Client and MUTB-NY and, in the case of an
amendment or waiver with respect to Section 4 or Section 13 of this Agency Agreement, the Head
Office.
24.02 The Bank's books and records (whether on paper, microfilm, microfiche, by electronic or magnetic
recording, or any other mechanically reproducible form or otherwise) shall be deemed to constitute, in
the absence of manifest error, sufficient evidence of the facts stated therein and of any obligations of
the parties hereto.
24.03 This Agency Agreement constitutes the entire agreement between the parties hereto with respect
to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or
written, relating to such subject matter; provided that, for the avoidance of doubt, this Agency
Agreement shall not supersede or derogate from any agreement between MUTB-NY and the Client
which sets forth any terms of dealing between the parties as principal to principal.
--21--
24.04 This Agency Agreement may be signed in any number of counterparts with the same effect as if
the signatures thereto and hereto were upon the same instrument.
25. INDEMNIFICATION REGARDING THE SAFEKEEPING OF CLIENT ASSETS
25.01 The following provisions refer to MUTB-NY's responsibilities if it is deemed to be the custodian of
the Client's assets, including Securities, Collateral or Investments.
25.02 The Bank shall indemnify the Client if MUTB-NY loses any Securities, Collateral or Investments of
the Client in MUTB-NY's custody because of the negligence or dishonesty of MUTB-NY's officers or
employees, or burglary, robbery, holdup, theft or mysterious disappearance, including loss by damage
or destruction. For the avoidance of doubt, MUTB-NY is not responsible for any losses caused by the
investment risks referred to in Section 11.03 hereof.
25.03 In the event that the• Bank loses any Securities, Collateral or Investments for which it is obligated
to indemnify the Client, the Securities, Collateral or Investments shall be promptly replaced or the value
of the Securities, Collateral or Investments and the value of any loss of rights or privileges resulting from
said loss of Securities, Collateral or Investments shall be promptly reimbursed.
26. LIEN, SECURITY INTEREST AND SET-OFF
26.01 Subject to the Texas Constitution and applicable Texas law, in order to secure the performance
and payment by the Client of its obligations to MUTB-NY under this Agency Agreement and any
Counterparty Agreements entered into pursuant thereto, and to ensure reimbursement of MUTB-NY by
the Client of any funds that may be advanced by MUTB-NY or any entity (including Bank Affiliates) to the
Client or to any other party on the Client's behalf in connection with this Agency Agreement (including,
but not limited to, any advances made or expenses incurred pursuant to any Counterparty Agreement),
the Client hereby grants to MUTB-NY a first priority continuing lien and security interest, free and clear
of adverse claims, in and to all of the Client's right, title and interest in and to: (i) all the cash, securities
general intangibles and other property now or hereafter held in any accounts established by the Client
or by MUTB-NY on behalf of the Client with any third party bank custodians for the purpose of holding
Collateral, Investments, Realized Income, Distributions and any proceeds thereof, including any
Securities or other financial assets or property acquired pursuant to any Reverse Transaction under
which either JPMorgan Chase Bank, National Association or The Bank of New York Mellon is the relevant
custodian, and any fees in connection with Transactions paid or payable by a Counterparty, (ii) all of the
Client's rights at any time in and to all Transferred Securities that have been transferred from the Client
to a Counterparty or by a Counterparty to the Client (in either case through the agency of MUTB-NY)
pursuant to the terms of the relevant Counterparty Agreement; (iii) all assets and cash now or hereafter
held in any custody account that the Client may have with MUTB-NY and any other property at any time
held by MUTB-NY for the benefit of the Client or in which the Client may have an interest which is then
in MUTB-NY's possession or control or in the possession or control of any third party acting on MUTB-
NY's behalf, (iv) the Counterparty Agreements and Transactions entered into thereunder, including all
rights to receive funds or securities upon settlement thereof or any disposition rights thereunder, (v) all
--22--
payments and distributions on the foregoing , and (vi) all proceeds and products of the foregoing .
Without in any way limiting the foregoing, MUTB-NY shall have the right to set off against and apply to
any liability of the Client to MUTB-NY, any property, including cash, of the Client now or in the future
held or controlled by MUTB-NY. The lien, security interest and right of set-off of MUTB-NY hereunder
shall survive the termination of this Agency Agreement and any Counterparty Agreements until all
amounts due and owing to MUTB-NY from the Client shall have been paid in full. Notwithstanding the
foregoing, Client does not grant a lien, pledge, or security interest in public funds except to the extent
expressly authorized by Texas law.
26.02 Upon the occurrence of (i) the Client's failure to (a) perform any of its obligations under this
Agency Agreement or any Counterparty Agreements or (b) reimburse MUTB-NY for any funds that may
have been advanced by MUTB-NY or any entity (including Bank Affiliates) on the Client's behalf in
connection with this Agency Agreement, including, but not limited to, any advances made or expenses
incurred pursuant to this Agency Agreement, or (ii) the Client's becoming insolvent or a bankruptcy,
receivership, liquidation, assignment for the benefit of creditors or other similar event in respect of the
Client, MUTB-NY shall have the right to exercise any and all remedies available to a secured party under
the Uniform Commercial Code as in effect in any applicable jurisdiction. The Client appoints MUTB-NY
with full power as the Client's true and lawful attorney-in-fact, to the fullest extent permitted by law, for
the purpose of perfecting the security interest granted in this Agency Agreement and taking any action
and executing any instrument that MUTB-NY deems necessary or advisable to accomplish the purposes
of this Agency Agreement, including at the Client's expense, to file one or more financing statements
and amendments, and the Client agrees to do, file, record, make, execute and deliver all such acts,
deeds, things, agreements, notices, instruments and financing statements as MUTB-NY may request in
order to perfect and enforce the rights of MUTB-NY herein.
27. No Waiver of Immunity.
Nothing in this Agreement shall be construed as a waiver of the Client's governmental, sovereign, or
other immunities or defenses, all of which are expressly retained and preserved. Notwithstanding the
foregoing, Client acknowledges that this Agreement is a written contract for services under Texas Local
Government Code 271.152 and the Transactions and Investments authorized hereunder constitute
commercial activity of the Client for the purpose of earning additional income on its investments.
28. Audit Rights.
MUTB-NY agrees that the Client shall, until the expiration of three (3) years after final payment under this
Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and
records of MUTB-NY involving transactions relating to this Agreement. MUTB-NY further agrees that the
Client shall have access during normal business hours to all necessary MUTB-NY facilities and shall be
provided adequate and appropriate workspace to conduct audits in compliance with this Section. The
Client shall provide MUTB-NY with a minimum of ten (10) Business Days' advance written notice of any
such intended audits.
--23--
29. No Boycott of Israel.
If MUTB-NY has fewer than 10 employees or the Agreement is for less than $100,000, this section does
not apply. MUTB-NY acknowledges that in accordance with Chapter 2271 of the Texas Government Code,
Client is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1� does not boycott Israel; and (2) will not
boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the
meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this
Addendum, MUTB-NY certifies that MUTB-NY's signature provides written verification to Client that
MUTB-NY: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
30. Prohibition on Boycotting Energy Companies.
MUTB-NY acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the Client
is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that
is to be paid wholly or partly from public funds of the Client with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does not
boycott energy companies; and (2) will not boycott energy companies during the term of the contract.
The terms "boycott energy company" and "company" have the meaning ascribed to those terms by
Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code
is applicable to this Agreement, by signing this Agreement, MUTB-NY certifies that Contractor's signature
provides written verification to the Client that Contractor: (1) does not boycott energy companies; and
(2) will not boycott energy companies during the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries.
MUTB-NY acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, the Client is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the Client with a company with
10 or more full-time employees unless the contract contains a written verification from the company that
it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate during the term of the contract against a firearm
entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade
association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code.
To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, MUTB-NY certifies that Contractor's signature provides written verification to the Client that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
[Remainder of page intentionally left blank]
--24--
IN WITNESS WHEREOF, the parties have caused this Agency Agreement to be executed as a deed on the
day and date first above written.
SIGNED
FOR AND ON BEHALF OF:
MITSUBISHyUF1 TRUST AND BANKING CORPOARATION, Head Office
�' 1
f ��_-
gnatory Name: � h >
f � �- ,%�l Tj .%.( � J � � t--
--25--
Anthony T Toscano
Executive Vice President
EXHIBIT A
CLIENT ACCOUNTS
All Client Securities contained, from time to time, in the following custody accounts are eligible for
Transactions under the Agency Agreement:
Custody account Client account MUTB account Its custodian
167016.1 U M B
--27--
EXHIBIT B
APPROVED COUNTERPARTIES FOR TRANSACTIONS
�- �.
ABN Amro Bank NV Landesbank Baden WuerttembergAG
ABN AMRO Securities (USA) LLC Lloyds Bank Corpora[e Markets Plc
ASL Capital Marke[s Inc Lloyds Bank Plc
Banco Santander Loop Capital Markets LLC
Banco San[ander SA Macquarie Bank Limited
Banco Santander SA, London Branch Merrill Lynch Intemational
Bank of Americas Securities Inc Mirae Asset Securiteis (USA) Inc.
BofA Securities Europe SA Mitsubishi UFl Financial Group & Affiliates
Bank of Montreal Mizuho Internationai plc
Bank of Montreal, NY Branch Mizuho Securities USA LLC
Bank of Montreal, London Branch Morgan Stanley & Co International Plc
Bank of New York Morgan Stanley & Co LLC
Bardays Bank Ireland PLC Morgan Stanley Europe SE
Bardays Bank PLC Morgan Stanley MUFG Sewrities Co. Ltd
Bardays Capital Inc MS SECURITIES SERVICES INC
Bardays Capital Securities Limited NEWEDGE USA, LLC
BMO Capital Markets Corp National Bank Of Canada Financial Inc.
BNP Paribas Arbitrage SNC National Financial Services LLC
BNP Paribas Prime Brokerage In[erna[ional Limited Natixis
BNP Paribas SA Natwest Markets Plc
BNP Paribas Securities Corp NatWest Markets Securities Inc.
Canadian Imperial Bank of Commerce NBC Global Finance Limited
Cantor Fi[zgerald & Co. Nomura International Plc
CF Secured LLC Nomura Securities Intemational Inc
UBC World Markets Corp Nomura Financial Produc[s Europe GmbH
CBC World Markets Inc Oesterreichische Na[ionalbank
Citadel Clearing LLC Pershing LLC
Citadel Securi[ies LLC RBC Capital Markets LLC
Ci[igroup Global Marke[s Europe AG RBC DomiNon Securities Inc
Citigroup Global Markets Inc RBC Europe Ltd
Citigroup Global Markets Limited Royal Bank of Canada
Clear Street LLC Santander US Capital Markets LLC
Clearstream Banking SA Scotia Capital (USA) Inc.
Commerz Markets LLC Scotiabank (Ireland) Devgnated Activity Company
Commerzbank AG Scotiabank Europe plc
Credit Agricole Corporate and Investment Bank 5G Americas Securities lLC
Credit Agritole Seturities (USA) Inc Skandinaviska Enskilda Banken AB
Daiwa Capital Markets America Inc SMBC Nikko Securities America Inc.
Daiwa Capital Markets Europe L[d Societe Generale
Danske Bank A/5 Societe Generale, New York Branch
DZ Bank AG Standard Chartered Bank
Deutsche Bank AG State Street Bank & Trus[ Co
Deutsche eank Securities Inc State Street Corporation
Fidelity Capital Marke[s LLC Sumitomo Mitsui Banking Corporation
Euroclear Bank SA/NV The Hong Kong & Shanghai Banking Corporation Ltd
Goldman Sachs & Co LLC TO Global Finance Unlimited Company
Goldman Sachs Bank Europe SE TD Prime Services LLC
Goldman Sachs IntemaUonal TD Securities (USA) LLC
HSBC Bank PLC TD Securities Inc
HSBC Con[inen[al Europe The Toron[o Dominion Bank, London Branch
HSBC France Toronto Dominion (South East Asia) Limited
HSBC Securities (USA) Inc The Bank of New York Mellon
ICBC financial Services LLC The Bank of Nova Scotia
ING BANK NV The Bank of Nova Scotia, Houston Branch
ING Bank NV Singapore The Bank of Nova Scotia, London Branch
ING Financial Markets LLC The Bank of Nova Scotia, New York Branch
1.P. Morgan Securities LLC The Toronto Dominion Bank
J.P. Morgan Securities PLC UBS AG
1.P. Morgan Chase Bank, NA UBS AG, London Branch
lanney Mon[gomery Scott LLC UBS Europe SE
Jefferies Gmbh U curities LLC
Jefferies International Ltd Wedbush Securities Inc.
Jefferies LLC Wells Fargo Bank N.A.
Wells Fargo Securities LLC
EXHIBIT C
CONDITIONS FOR LENDING TRANSACTIONS
Securities Lending Transaction Margin Percentages of 100% or greater as determined by the Bank
1. Cash
2. Securities issued by or guaranteed as to principal and interest by the United States Government,
its agencies, instrumentalities and establishments
3. Non-US sovereign debt securities
4. Notwithstanding the foregoing, Bank is authorized to accept any collateral that broker-dealers
are permitted to pledge pursuant to section 36 of the Securities and Exchange Act of 1934 as
amended;
5. Irrevocable bank letters of credit;
6. Agency Debentures of: Student Loan Mortgage Corp. (SLMA); Tennessee Valley Authority (TVA);
U.S. Postal Service (USPS); Federal National Mortgage Association (FNMA), Federal Home Loan
Bank (FHLB); Federal Home Loan Mortgage Corp. (FHLMC); Federal Farm Credit System (FFCS),
Federal Agricultural Mortgage Corporation (FAMC).
7. Multilateral Development Bank Securities issued by or guaranteed as to principal and interest by
the following (the obligations of which are backed by the participating countries): Asian
Development Bank, African Development Bank, International Finance Corp., International Bank
for Reconstruction & Development (World Bank), Inter-American Development Bank and
European Bank for Reconstruction & Development:
8. Agency MBS, REMIC, & CMO; Asset Backed Securities;
9. Corporate Bonds;
10. Municipal Debt;
11. Commercial Paper, Bankers' Acceptances;
12. Any other assets permissible under Rule 15c3-3 under the Exchange Act of 1934;
13. U.S. and non-U.S. equities; and
14. Such other Collateral as the parties may agree to in writing from time to time.
Market:
The Client hereby instructs the following:
Hong Kong listed shares. With respect to Client Securities ("HK Shares") that are within scope of section
310 (duty of disclosure) of the Securities and Futures Ordinance of Hong Kong Special Administrative
Region of the People's Republic of China, the Client instructs MUTB-NY, as Agent, that HK Shares may be
used for the purposes of securities lending only, and no other purpose, and on terms that requires that
the Counterparty delivers Collateral exceeding the market value of the HK Shares; that the Collateral is
thereafter maintained such Collateral in an amount at least equal to the daily market value of the HK
Shares; and that the loan may be terminated on notice at any time.
--29--
EXHIBIT D
CASH COLLATERAL INVESTMENT GUIDELINES
DATED: 29 September 2025
Cash Collateral tnvestment Guidelines for Agency Securities Lending Agreement among Mitsubishi UFJ
Trust and Banking Corporation ("MUTB" or the "Bank"), acting through its New York branch ("MUTB-
NY" or the "Agent") and its MUTB Head Office (solely for the purposes specified herein) (the "Head
Office"); and City of Fort Worth, Texas (the "Client"�.
A�ent's Authoritv: The Client has appointed MUTB-NY, as its agent and on its behalf, to (i) enter into
Lending Transactions and Reverse Transactions with Counterparties on Securities in the Client's
Accounts (whereby MUTB-NY may sell, lend or otherwise transfer Securities to various Counterparties
under the terms of securities lending agreements, repurchase agreements or such other documentation
("Counterparty Agreements") as may be appropriate against the transfer of Collateral or payment of
cash subject to an obligation of the relevant Counterparty to transfer or sell to the Client Equivalent
Securities at a certain date or on demand); and to (ii) enter into and make Investments with Client's cash
Collateral on its behalf, on the terms and conditions set forth below.
Client's Authoritv: The Client represents, warrants and covenants that the Client has and will have the
legal right, power and authority to enter into the Agency Agreement and each Counterparty Agreement
and to carry out all of its obligations in respect of Transactions and Investments contemplated by the
Agency Agreement and that the Agency Agreement and each Counterparty Agreement constitutes a
legal, valid and binding obligation enforceable against it in accordance with its terms.
The Client represents, warrants and covenants that, at the time of each Transfer of any Client Securities,
such Client Securities will be free and clear of any liens, security interests, encumbrances or other
adverse claims.
The Client represents, warrants and covenants that the Client Obligations: (i) are within the Client's
corporate, trust or other constitutive powers; (ii) have been duly authorized by all necessary corporate,
trust or other appropriate action; (iii) require no action by or in respect of, or filing with or approval of,
any governmental body, agency, regulatory authority or official (including without limitation any
exchange control approvals) that has not been respectively taken, filed or obtained, and (iv) do not
contravene, or constitute a default under, any provision of applicable law or regulation or of the
organizational documents of the Client or of any agreement, judgment, injunction, order, decree or
other instrument binding upon the Client.
The Client authorizes MUTB-NY to make Investments as follows:
1. Repurchase Agreements (Reverse Transactions) on an overnight and term basis collateralized by
readily marketable and liquid securities at 102% or greater.
--30--
2. Registered investment companies that are money market funds approved by the Client in writing as
follows:
SIGNED
a.Invesco: AGPXX -Invesco Govt & Agency-Inst
b.Feder ated: GOFXX -FEDERATED HERMES GOVT OBLIGATIONS FUND -PR
c.Fidelity: FRGXX -Money Market Government Portfolio -Instit utional Class
d.State Street: SAHXX -U.S. Government Money Market Fund
FOR AND ON BEHALF OF:
CITY OF FORT WORTH, TEXAS
Jay Chapa Sep 17, 202� 10·10:44 CDT)
Authorized Signatory
Name: Jesus "Jay" Chapa
Date: 09 /17/2025
--31--
EXHIBIT E
RECALL NOTICE PROCEDURES
Securities Lending Program Security Recall Notification Guidelines for Client/Trusts and Asset Managers
Please provide these notification guidelines to your portfolio managers and investment operations staff.
In order to maximize program revenues and avoid unnecessary risk, we request that Client/Trusts
promptly notify us of their intention to hire or terminate an investment manager, fund a new portfolio,
liquidate a portfolio, or effect a transition or a material change in their asset allocation. We agree to
treat such advance notice as confidential information and use it solely for the purpose of reallocating
loans, recalling securities from loans, closing and opening accounts, updating Exhibit A(Lending
Accounts), or taking other actions necessary in connection with our responsibilities under the Agency
Agreement.
Please provide these notification guidelines to your portfolio managers and investment operations staff.
Guidelines for Recalling Securities from Loan
Borrowers typically are granted one standard settlement cycle to return loaned securities. Trade
instructions must be communicated to MUTB without delay to ensure timely settlement.
Note: If security sales are transacted via standard settlement cycles and entered/affirmed at your
Custodian on Trade Date, MUTB will receive an automated notification of the sale from your
Custodian and no further communication from you is required.
If security sales are transacted via a shortened settlement cycle, please advise MUTB via Email or
phone call using the contact information provided in this procedure.
Securitv Tvpe Sold for (Settlement) Notification Guidelines
Standard Settlement per
International Securities Market Trade Date
DTC Eligible Securities(*) Standard Settlement Trade Date 5PM EST
Canadian CDS Securities (*) Standard Settlement Trade Date 5PM EST
Please Contact MUTB as
International Securities & DTC soon as possible - sales on
Eligible Securities
Non-Standard Settlement shortened settlement cycle
run the risk of delayed
settlement
Prior to 8:00 AM EST on
FRB Eligible Securities Standard Settlement Settlement Date
--32--
(*) Please be advised that Notification should be communicated to MUTB via SWIFT or email by Trade
date no later thanSPM eastern time when the settlement cycle to T+1 in DTC and Canadian CDS
becomes effective on May 28`h 2024.
Notes:
• Instructions received by MUTB outside of the guidelines may result in delayed settlement.
• MUTB can advise on the availability of securities for trades outside of these guidelines.
• MUTB can advise on market demand and financing rates.
• We suggest providing advance notice if there is an intention to reduce or exit a position. MUTB
will keep all information strictly confidential.
Partial Deliveries
On occasions, MUTB may request the Client/Trust's assistance in contacting a purchaser regarding a
partial delivery ifthe entire position cannot be returned within one settlement cycle.
US Treasury and Agency Security "Fails Charge Trading Practice"
Investors in the US Treasury and Agency Security market should familiarize themselves with penalties
regarding failed deliveries of US Treasury, Agency Debt, or Agency MBS securities. The objective is to
clear persistent fails in the US Treasury and Agency Securities market through the imposition of
penalties. Failing deliveries of US Treasury and Agency securities in connection with securities lending
programs are subject to penalty. Details and updates can be found on the Securities Industry and
Financial Markets Association ("SIFMA") website:
http://www.sifma.org/services/standard-forms-and-documentation/securitized-proclucts/ securitized-
products-fails-charge-trading-practice/
We remind Client/Trusts and investment managers to adhere to the above guidelines for recalling
securities from loan. While we strive to settle every transaction without a fail, we will be unable to
mitigate fail charges if notification was received outside of MUTB's guidelines. In the event you receive
a charge for a US Treasury, Agency Debt, or Agency MBS fail that is the direct result of a securities
lending transaction, please forward the statement provided by your counterparty to:
MUTB Agency Securities Lending
Attention: Securities Lending Administration Group
Phone: +1-212-915-0111
Email: riskmQmt-dl@nv.tr.muf�.ip: DG US SLclientservice@nv.tr.muf�.jp
--33--
Pre-Notification of a Buy-In
Buy-ins occur infrequently. When a buy-in process commences, MUTB intercedes to proactively resolve
the situation without a buy-in occurring if possible.
**The Client/Trust/Investment Manager shall notify MUTB on the day of receipt of a pre-notification
of a buy-in. Please telephone MUTB and email the document to:
MUTB Agency Securities Lending
Attention: Securities Lending Administration Group
Phone: +1-212-915-0111
Email: riskm�mt-dl@ny.tr.muf�.jp
DG_US_SLclientservice@ny.tr.mufg.jp
Attn: Agency Securities Lending Desk
Phone: +1-212-891-0179
Email: securities.lendin�.dl@nv.tr.mf�.ip
Attention: Head of GSLS EMEA/APAC
Phone: +44 20 7618 6821
Email: gsls@Idn.tr.mufg.jp
MUTB will promptly contact the borrower and the purchasing broker. We will also assess the availability
of the security from other sources. MUTB will manage the process to conclusion and keep all parties
informed.
Execution of an Actual Buy-In
** The Client/Trust/Investment Manager shall immediately notify MUTB by telephone of an actual
buy-in and send a copy of the trade ticket by 4:30pm on the day of execution. MUTB will pass the cost
of the buy-in to the borrower. **
MUTB Contacts
• Trading Desk
Att n :
Phone:
Email:
• Trade Support
Attention:
Phone:
Email:
Agency Securities Lending Desk
+1-212-891-0179
securities.lendin�.dl@nv.tr.mf�.jp
Securities Lending Administration Group
+1-212-915-0111
riskm�mt-dl@n�.tr.muf�.jp
--34--
• Client/Trust Service
Attn:
Phone:
Email:
U.S. Client Services
+1-212-915-0068
SLclientservices@ny.tr.mufQ.jp
• London Desk
Attention:
Phone:
Email:
Head of GSLS EMEA/APAC
+44 20 7618 6821
gsls@Idn.tr.muf�.ip
--35--
EXHIBIT F
DIVIDEND ENTITLEMENT TABLE
FOR LENDING TRANSACTIONS IN NON-US SECURITIES
--36--
EXHIBIT G
CLIENT ENTITY STATUS
Check all that apply to Client:
�'accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended
�'qualified purchaser" for purposes of Section 3(c)(7) of the Investment Company Act of 1940, as
amended
�'qualified client" as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended
�"qualified institutional buyer" as defined by Rule 144A promulgated under the Securities Act of 1933,
as amended
�'qualified investor" as defined in Section 3(a)(54) under the Securities Act of 1933, as amended
--37--
EXHIBIT H
USE OF THIRD PARTY DATA
With respect to data ("Third Party Data") supplied to the Trustee, on behalf of each Client/Trust by the
Agent or its Affiliates that is attributed to a third party source ("Third Party Source") (including, without
limitation, a credit rating agency or securities valuation service) the Trustee, on behalf of each Client/Trust
acknowledges and agrees that:
1. The Third Party Data are supplied as part of the Reports and the Trustee, on behalf of each
Client/Trust cannot extract the Third Party Data for any purposes or use other than in connection
with the Agency Services. Specifically, the Trustee, on behalf of each Client/Trust cannot
distribute the Third Party Data although it may disclose such portions to its advisors, regulators,
auditors and other persons as are necessary to comply with applicable law and regulation.
2. Neither the Agent nor Third Party Source shall have any liability for the accuracy or completeness
of the information or for delays, interruptions or omissions therein nor for any lost profits,
indirect, special or consequential damages.
3. The Third Party Data are not investment advice and a reference to a particular investment or
security, a credit rating or any observation concerning a security or investment provided in the
Third Party Data is not a recommendation to buy, sell or hold such investment or security or make
any other investment decisions.
4. Third Party Sources may be entitled to claim intellectual property rights in the Third Party Data.
5. The Trustee, on behalf of each Client/Trust may use Third Party Data only in compliance with all
applicable laws and regulations and Third Party Data cannot be used by the Trustee, on behalf of
each Client/Trust, and it cannot permit any other person to use Third Party Data, for any unlawful
or unauthorised purpose. The Trustee, on behalf of each Client/Trust shall permit a Third Party
Source to conduct audits ofthe Client's use of Third Party Data supplied by that Third Party Source.
6. Specifically, where Third Party Data ("S&P Data") are provided by 5&P Global, Inc. and its Affiliates
("5&P") in addition to the acknowledgments and agreements in the preceding paragraphs the
Trustee, on behalf of each Client/Trust further acknowledges and agrees:
(a) its use of S&P Data may not be used as a substitute for a direct licence with 5&P;
(b) where the facility to do so is provided by the Agent, the Trustee, on behalf of each
Client/Trust may download the underlying S&P credit ratings from Reports for
informational purposes only and not as an alternative to obtaining the S&P Data from or
pursuant to an agreement with 5&P and not be used to populate a security master,
database or network server.
--38--
Type text here
Anthony T Toscano
Executive Vice President
ATTACHMENT 1
In response to the financial crisis of 2007-2009, lawmakers around the world have enacted, or are in the
process of enacting, statutory regimes aimed at enhancing the orderly resolution of large financial
institutions. These statutory regimes are commonly referred to as "special resolution regimes" ("SRRs").
SRRs may provide resolution authorities with various powers, including, but not limited to, the ability to
temporarily stay or permanently override certain contractual rights, including termination rights based
on the insolvency or resolution of the financial institution, and the ability to bail-in certain liabilities
(including writing down the value of certain liabilities and/or converting such liabilities into equity)
(collectively, "Resolution Powers").
In order to ensure the cross-border applicability of these Resolution Powers, certain Borrowers have
been, or will be required by laws, regulations or other binding guidance ("Resolution Regulations") to
amend agreements with certain counterparties to affirm that the exercise of these Resolution Powers
will be effective notwithstanding, among other things, the governing law of the agreements. A
nonexclusive list of Resolution Regulations is listed below:
Germanv
Gesetz zur Sanierung und Abwicklung von Instituten und Finanzgruppen, Sanierungs-und
Abwicklungsgesetz [German Act on the Reorganisation and Liquidation of Credit Institutions), December
10, 2014, § 60a, as amended by Gesetz zur Anpassung des nationalen Bankenabwicklungsrechts an den
Einheitlichen Abwicklungsmechanismus und die europaischen Vorgaben zur Bankenabgabe, November
2, 2015, Artikel 1(17).
Japan
Section III-11 of Comprehensive Guidelines for Supervision of Major Banks, etc.
Switzerland
Verordnung uber die Banken und Sparkassen (Bankenverordnung, BankV) [Banking Ordinance of 30
April 2014], SR 952.02, art. 12 paragraph 2bis.
Verordnung der Eidgenossischen Finanzmarktaufsicht uber die Insolvenz von Banken und
Effektenhandlern (Bankeninsolvenzverordnung-FINMA, BIV-FINMA) [Banking Insolvency Ordinance of
August 30, 2012], SR 952.05, arts. 56, 61a.
Erlauterungsbericht zur Verordnung uber die Finanzmarktinfrastrukturen und das Marktverhalten im
Effekten- und Derivatehandel (Nov. 25, 2015) (providing commentary).
United States
12 C.F.R. pt. 47 (Office of the Comptroller of the Currency).
12 C.F.R. pt. 252, subpt. I(Board of Governors of the Federal Reserve System).
--41--
12 C.F.R. pt. 382 (Federal Deposit Insurance Corporation).
United Kin�dom
PRA Rulebook: CRR Firms and Non-Authorised Persons: Stay in Resolution Instrument 2015.
Policy Statement PS 25/15, Contractual stays in financial contracts governed by third-country law.
European Union
Article 55 ofthe EU Bank Recovery and Resolution Act (Directive 2014/59/EU) as implemented in each
member jurisdiction.
Other Resolution Reaulations
This list shall automatically be deemed to include any laws or regulations in respect of which the
International Swaps and Derivatives Association, Inc. has published a Jurisdictional Module to the ISDA
Resolution Stay lurisdictional Modular Protocol.
--42--
SUPPLEMENT 2
BACKGROUND FOR NETTING AND ENFORCEABILITY REPRESENTATIONS OF
"FINANCIAL CONTRACTS" (AS SUCH TERM IS DEFINED IN REGULATION EE) 3
[CLIENT TO PROVIDE UNDER ITS LETTERHEAD]
Dear Client,
U.S. pension and retirement plans (government and ERISA) are not entity types covered by industry
Netting Opinions (available on the SIFMA website). However, upon advice of outside counsel, if these
plans can make the "Financial Contracts" reps in our Regulation EE letter (a/k/a FDICIA letter), they will
qualify as a Qualified Financial Institution under FIDICIA. MUTB can then treat them as "nettable" (and
can offset securities lending and/or repo exposures), and apply more favorable RWA/leverage
treatment, which optimizes capital usage.
Our letter is based upon the Regulation EE reps below. (See link�. The financial information referenced
is likely already publically available. Our outside counsel advises these are not unusual reps to obtain.
We anticipate this should be a straightforward request for pension retirement funds.
Note: the letter must be on the pension/retirement fund's letterhead, and signed directly by an
authorized representative of the fund. (We cannot accept a letter from the Agent Lender, although we
can accept a letter directed to the Agent Lender that is signed by the fund).
FDICIA - Federal Deposit Insurance Corporation Improvement Act Regulation EE
26.03 §231.3 Qualification as a financial institution.
(a) A person qualifies as a financial institution for purposes of sections 401-407 of the Act if it
represents, orally or in writing, that it will engage in financial contracts as a counterparty on
both sides of one or more financial markets and either-
(1) Had one or more financial contracts of a total gross dollar value of at least $1 billion in notional
principal amount outstanding on any day during the previous 15-month period with counterparties
that are not its affiliates; or
(2) Had total gross mark-to-market positions of at least $100 million (aggregated across
counterparties) in one or more financial contracts on any day during the previous 15-month period
with counterparties that are not its affiliates.
3[Note to Draft: To be used as necessary to achieve netting under FDICIA.]
--43--
(b) If a person qualifies as a financial institution under paragraph (a) of this section, that person will
be considered a financial institution for the purposes of any contract entered into during the period
it qualifies, even if the person subsequently fails to qualify.
(c) If a person qualifies as a financial institution under paragraph (a) of this section on March 7,
1994, that person will be considered a financial institution for the purposes of any outstanding
contract entered into prior to March 7, 1994.
[Reg. EE. 59 FR 4784, Feb. 2, 1994. as amended at 61 FR 1274, Jan.19.1996]
--44--
FINANCIAL MANAGEMENT SERVICES
September 17, 2025
Mitsubishi UFJ Trust and Banking Corporation, New York Branch ("MUTB")
1221 Avenue of the Americas
New York, NY 10020
Attention: Legal Group
Re: Financial Contracts
Dear Sirs:
The City of Fort Worth. Texas (the "Client") hereby represents and warrants lo MUTB (and its
affiliates/group entities) as of the date hereof. which representation will be deemed repeated on the
date on which each Transaction is entered into under this agreement. that:
Client will engage in Financial Contracts .. (as such term is defined in Regulation EE ( 12 CFR Part
231 )) promulgated by the Board of Governors of the Federal Reserve System. ·•Financial Contracts")
as a counterparty on both sides of one or more financial markets. and either:
I)Had one or more Financial Contracts of a total gross dollar value of at least $ I bi 11 ion in
notional principal amount outstanding on any day during the previous 15-month period with
counterparties that are not its affi I iates; or
2)had total gross mark-to-market positions of at least $100 million (aggregated across
counterparties) in one or more Financial Contracts on any day during the previous 15 month
period with counterparties that are not its affi I iates.
"Financial Contracts" include repurchase agreements, securities contracts, forward contracts, swap
agreements, commodity contracts (including cleared swaps and exchange-traded futures contracts). and
spot FX.
Client will notify MUTB if, at any time. any event or condition should occur lhal renders, or would
render with the passage of time, such representations untrue. incorrect or incomplete. Until otherwise
notified by Client, MUTB may rely on the representations herein in entering into transactions with
Client.
THE CITY OF FORT WORTH, TEXAS
-.---� By: .J_,_..)
Jay Chapa , Sep 17. 2025 10:10:44 CD Ti
Jesus ··Jay"" Chapa
Title: City Manager
FINANCIAL MANAGEMENT SERVICES TIIE CITY OF FORT WORTII' ll�l HllH WORTII TIUII.' FORT WORTH. H'.X.\S 76102
Executed effective as of the date signed by the City Manager above. ACCEPTED AND
AGREED:
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By: ______________________________
Name: Reginald Zeno
Title: Chief Financial Officer
Approved as to Form and Legality:
By: ______________________________
Name: Taylor C. Paris
Title: Sr. Assistant City Attorney
Contract Authorization:
M&C: N/A
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: _____________________________
Name: Jay Rutledge
Title: Financial Services Manager, Treasury
City Secretary:
By: ______________________________
Name: Jannette S. Goodall
Title: City Secretary