SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 8(b)(6)
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this ‘‘Restated Credit Agreement’’), dated as of November 23, 2005 among certain borrowers set forth on the signature pages hereto (each, a ‘‘Borrower’’), the various financial institutions parties to this Restated Credit Agreement (collectively, the ‘‘Banks’’), PNC Bank, N.A. and Lloyds TSB Bank plc, as syndication agents, and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA) as administrative agent.
WHEREAS, the Borrowers, the Banks, the Administrative Agent and various other agents entered into a Fifth Amended and Restated Credit Agreement dated as of November 26, 2004, which amended a Fourth Amended and Restated Credit Agreement dated as of November 28, 2003, which amended a Third Amended and Restated Credit Agreement dated as of November 29, 2002, which amended the Second Amended and Restated Credit Agreement dated as of November 30, 2001, which amended the Amended and Restated Credit Agreement dated as of December 1, 2000, among certain Borrowers and certain Banks (as amended and restated, the ‘‘Credit Agreement’’; terms defined in the Credit Agreement are, unless otherwise defined or the context otherwise requires, used herein as defined therein); and
WHEREAS, the parties hereto desire to amend and restate the Credit Agreement in its entirety as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
SECTION 1: AMENDMENT. Effective as of the date hereof, the Credit Agreement shall be amended in accordance with Sections 1.1 through 1.7 below.
1.1 Definition. The definition of ‘‘Termination Date’’ in Section 1.1 of the Credit Agreement is hereby amended by the deletion of the date ‘‘November 23, 2005’’ and the substitution of the date ‘‘November 22, 2006.’’
1.2 Indemnification. Section 7.5 of the Credit Agreement is hereby amended by inserting the following sentence at the end thereof:
The agreements in this Section shall survive the termination of the Commitments and the payment of the Loans and all other amounts payable hereunder.
1.3 Expenses; Documentary Taxes; Indemnification. Section 8.3 of the Credit Agreement is hereby amended by inserting the following sentence at the end thereof:
(c) The agreements in this Section shall survive the termination of the Commitments and the payment of the Loans and all other amounts payable hereunder.
1.4 New Borrowers. Each of (i) Managed Account Series (‘‘MAS’’), not in its individual capacity, but on behalf of Global SmallCap Portfolio, Mid Cap Value Opportunities Portfolio, US Mortgage Portfolio and High Income Portfolio (collectively, the ‘‘MAS Borrowers’’); (ii) FDP Series Inc. (‘‘FDP’’), not in its individual capacity, but on behalf of Marisco Growth FDP Fund, MFS Research International FDP Fund, Franklin Xxxxxxxxx Total Return FDP Fund and Xxx Xxxxxx Value FDP Fund (collectively, the ‘‘FDP Borrowers’’); and (iii) Xxxxxxx Xxxxx Global Equity Opportunities Fund in its individual capacity (the ‘‘GEOP Borrower’’; and collectively with the MAS Borrowers and the FDP Borrowers, the ‘‘New Borrowers’’), by its execution of this Restated Credit Agreement hereby, agrees, represents and warrants solely with respect to itself that, as of the date hereof and after giving effect hereto:
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| (a) | it (or, with respect to MAS and FDP, each New Borrower on whose behalf it acts) shall be a Borrower under the Credit Agreement, as amended and restated hereby; |
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| (b) | it (or, with respect to MAS and FDP, each New Borrower on whose behalf it acts) shall be bound by the terms and conditions of the Credit Agreement, as amended and restated hereby, as a Borrower; |
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| (c) | the representations and warranties set forth in Article IV of the Credit Agreement, as amended and restated hereby, with respect to it (or, with respect to MAS and FDP, each New Borrower on whose behalf it acts) are true and correct; |
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| (d) | it (or, with respect to MAS and FDP, each New Borrower on whose behalf it acts) is in compliance in all material respects with all of the terms and provisions set forth in the Credit Agreement, as amended and restated hereby, on its part to be observed or performed; and |
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| (e) | no Default or Event of Default with respect to it (or, with respect to MAS and FDP, each New Borrower on whose behalf it acts) has occurred and be continuing. |
1.5 Schedule 1. Schedule 1 to the Credit Agreement is hereby amended to state as set forth as Schedule 1 to this Restated Credit Agreement.
1.6 Schedule 4.9. Schedule 4.9 to the Credit Agreement is hereby amended to state as set forth as Schedule 4.9 to this Restated Credit Agreement.
1.7 Schedule 5.20. Schedule 5.20 to the Credit Agreement is hereby amended to state as set forth as Schedule 5.20 to this Restated Credit Agreement.
SECTION 2: CONDITIONS PRECEDENT. This Restated Credit Agreement shall become effective when each of the conditions precedent set forth in this Section 2 shall have been satisfied.
2.1 Receipt of Amendment. This Restated Credit Agreement shall have been duly executed by the Borrowers, the Administrative Agent and the Banks.
2.2 Receipt of Other Documents. The Administrative Agent shall have received from each New Borrower a manually signed certificate from the Secretary of such New Borrower, in form and substance satisfactory to the Administrative Agent and dated the date of this Restated Credit Agreement, as to (i) the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories of such New Borrower, and (ii) certifying and attaching copies of (A) such New Borrower’s Organization Documents as then in effect, (B) duly authorized resolutions of such New Borrower’s board of directors or trustees authorizing the transactions contemplated hereby, (C) the Prospectus of such New Borrower and (D) all amendments to such New Borrower’s investment objectives, policies and restrictions since the date of such Prospectus.
2.3 Opinion of Counsel. The Administrative Agent shall have received from each Borrower an opinion of counsel to the Borrowers in form satisfactory to the Administrative Agent; provided that only limited opinions shall be provided with respect to Borrowers who are not New Borrowers as previously agreed upon between the Adviser and the Administrative Agent.
2.4 Compliance with Warranties, No Default, etc. Both before and after giving effect to the effectiveness of this Restated Credit Agreement, the following statements by each Borrower and, to the extent such Borrower is a series of a Trust or a Maryland corporation, such Trust or Maryland corporation, not in its individual capacity, but on behalf of such Borrower, shall be true and correct (and each Borrower, and, to the extent such Borrower is a series of a trust or a Maryland corporation, such Trust or Maryland corporation, not in its individual capacity, but on behalf of such Borrower, by its execution of this Restated Credit Agreement, hereby severally represents and warrants to the Banks with respect to itself that such statements are true and correct as at such times):
(a) the representations and warranties with respect to such Borrower set forth in Article IV of the Credit Agreement, as amended and restated hereby, shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and
(b) no Default or Event of Default shall have then occurred and be continuing with respect to such Borrower.
2.5 Receipt of Allocation Notice. The Administrative Agent shall have received an Allocation Notice from the Borrowers.
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SECTION 3: REPRESENTATIONS AND WARRANTIES. To induce the Banks to enter into this Restated Credit Agreement, each Borrower and, to the extent such Borrower is a series of a Trust or a Maryland corporation, such Trust or Maryland corporation, not in its individual capacity, but on behalf of such Borrower, severally represents and warrants with respect to itself to each Bank as follows:
3.1 Due Authorization, Non-Contravention, etc. The execution, delivery and performance by such Borrower or, to the extent such Borrower is a series of a Trust or a Maryland corporation, such Trust or Maryland corporation on behalf of such Borrower, of this Restated Credit Agreement is within such Borrower’s, or to the extent such Borrower is a series of a Trust or a Maryland corporation, such Trust’s or such Maryland corporation’s trust or corporate powers, as the case may be, have been duly authorized by all necessary trust or corporate action, as applicable, on the part of such Borrower or, to the extent such Borrower is a series of a Trust or Maryland corporation, such Trust or such Maryland corporation, and do not:
(a) conflict with such Borrower’s, or to the extent such Borrower is a series of a Trust or a Maryland corporation, such Trust’s or Maryland corporation’s, Organization Documents;
(b) conflict with the most recent Prospectus or the most recent SAI (if applicable) of, any law applicable to, material agreement binding upon, or court or administrative order or decree applicable to, such Borrower; or
(c) result in, or require the creation or imposition of, any Lien on any of such Borrower’s assets.
3.2 Government Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person is required for the due execution, delivery or performance of this Restated Credit Agreement by such Borrower, or to the extent Borrower is a series of a Trust or a Maryland corporation, such Trust or such Maryland corporation.
3.3 Validity, etc. This Restated Credit Agreement constitutes the legal, valid and binding obligation of such Borrower enforceable in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity (regardless of whether considered in a proceeding in equity or at law).
SECTION 4: MISCELLANEOUS.
4.1 Amendment and Restatement. Upon the effectiveness hereof, the Credit Agreement shall be restated in its entirety to read as set forth in the Credit Agreement, as amended hereby, and all rights and obligations of the parties shall be as set forth in the Credit Agreement as amended and restated hereby (except that any provision of the Credit Agreement which by its terms survives termination thereof shall remain in full force and effect).
4.2 Payment of Costs and Expenses. Each Borrower severally agrees to pay on demand its pro rata share of all reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent) in connection with the negotiation, preparation, execution and delivery of this Restated Credit Agreement.
4.3 Severability. Any provision of this Restated Credit Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Restated Credit Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
4.4 Headings. The various headings of this Restated Credit Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Restated Credit Agreement or any provisions hereof.
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4.5 Execution in Counterparts. This Restated Credit Agreement may be executed by the parties hereto in several counterparts (including by facsimile or other reliable electronic transmission), each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.
4.6 Governing Law. THIS RESTATED CREDIT AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
4.7 Successors and Assigns. This Restated Credit Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
[Remainder of this page intentionally left blank; signature pages to follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Restated Credit Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.
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JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA) |
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By:
Name: Title: |
MLIM
FUNDS
SIXTH AMENDMENT
SIGNATURE PAGE
NOVEMBER
2005
Maryland Corporations:
XXXXXXX XXXXX XXXXX TERM U.S. GOVERNMENT FUND, INC.
THE ASSET PROGRAM, INC., on
behalf of the following series:
*Xxxxxxx Xxxxx
Mid Cap Value Opportunities Fund
XXXXXXX XXXXX BALANCED CAPITAL FUND, INC.
XXXXXXX XXXXX XXXX FUND,
INC., on behalf of each of the following
series:
*High Income
Portfolio
*Intermediate Term Portfolio
XXXXXXX XXXXX DEVELOPING CAPITAL MARKETS FUND, INC.
XXXXXXX XXXXX DISCIPLINED EQUITY FUND, INC.
XXXXXXX XXXXX FUNDAMENTAL GROWTH FUND, INC.
XXXXXXX XXXXX GLOBAL ALLOCATION FUND, INC.
XXXXXXX XXXXX GLOBAL GROWTH FUND, INC.
XXXXXXX XXXXX GLOBAL SMALLCAP FUND, INC.
XXXXXXX XXXXX GLOBAL TECHNOLOGY FUND, INC.
XXXXXXX XXXXX UTILITIES AND TELECOMMUNICATIONS FUND, INC.
XXXXXXX XXXXX GLOBAL VALUE FUND, INC.
XXXXXXX XXXXX HEALTHCARE FUND, INC.
XXXXXXX XXXXX LATIN AMERICA FUND, INC.
XXXXXXX XXXXX MUNICIPAL BOND FUND, INC., on behalf
of each of the following series:
*Xxxxxxx Xxxxx
Municipal Bond Fund, Inc. — The Insured
Portfolio
*Xxxxxxx Xxxxx Municipal Bond Fund,
Inc. — The National Portfolio
*Xxxxxxx
Xxxxx Municipal Bond Fund, Inc. — The Limited Maturity
Portfolio
XXXXXXX XXXXX PACIFIC FUND, INC.
XXXXXXX XXXXX FOCUS VALUE FUND, INC.
FAM
SERIES FUND, INC. (FKA XXXXXXX XXXXX SERIES FUND, INC.), on behalf of
each of the following series:
*Mercury Large Cap
Core Strategy Portfolio (FKA Xxxxxxx Xxxxx Large
Cap Core Strategy
Portfolio)
*Mercury Global Allocation Strategy
Portfolio (FKA Xxxxxxx Xxxxx Global
Allocation Strategy
Portfolio)
*Mercury Fundamental Growth Strategy
Portfolio (FKA Xxxxxxx Xxxxx
Fundamental Growth Strategy
Portfolio)
*Mercury High Yield Portfolio (FKA
High Yield Portfolio)
*Mercury Intermediate
Government Bond Portfolio (FKA Intermediate
Government Bond
Portfolio)
*Mercury Core Bond Strategy Portfolio
(FKA Xxxxxxx Xxxxx Core
Bond
Strategy
Portfolio)
MLIM
FUNDS
SIXTH AMENDMENT
SIGNATURE PAGE
NOVEMBER
2005
*Mercury Balanced Capital
Strategy Portfolio (FKA Xxxxxxx Xxxxx
Balanced Capital Strategy
Portfolio)
FAM VARIABLE SERIES FUNDS, INC. (FKA
XXXXXXX XXXXX VARIABLE SERIES FUNDS, INC.), on behalf of each of the
following series:
*Mercury American Balanced V.I.
Fund (FKA Xxxxxxx Xxxxx American
Balanced V.I.
Fund)
*Mercury Basic Value V.I. Fund (FKA Xxxxxxx
Xxxxx Basic Value V.I. Fund)
*Mercury Global
Growth V.I. Fund (FKA Xxxxxxx Xxxxx Global
Growth V.I.
Fund)
*Mercury Global Allocation V.I. Fund (FKA
Xxxxxxx Xxxxx Global
Allocation
V.I. Fund)
*Mercury Utilities and
Telecommunications V.I. Fund
(FKA
Xxxxxxx Xxxxx Utilities and Telecommunications V.I.
Fund)
*Mercury Government Bond V.I. Fund
(FKA Xxxxxxx Xxxxx Government Bond V.I.
Fund)
*Mercury Index 500 V.I. Fund (FKA Xxxxxxx
Xxxxx Index 500 V.I. Fund)
*Mercury Large Cap
Core V.I. Fund
(FKA Xxxxxxx Xxxxx
Large Cap Core V.I. Fund)
*Mercury Large Cap
Value V.I. Fund
(FKA Xxxxxxx Xxxxx
Large Cap Value V.I. Fund)
*Mercury Value
Opportunities V.I. Fund
(FKA
Xxxxxxx Xxxxx Small Cap Value V.I. Fund)
*Mercury
High Current Income V.I. Fund
(FKA
Xxxxxxx Xxxxx High Current Income V.I.
Fund)
*Mercury Core Bond V.I. Fund
(FKA Xxxxxxx Xxxxx Core Bond V.I.
Fund)
*Mercury Fundamental Growth V.I. Fund
(FKA Xxxxxxx Xxxxx Fundamental Growth
V.I. Fund)
*Mercury Large Cap Growth V.I.
Fund
(FKA Xxxxxxx Xxxxx Large Cap
Growth V.I. Fund)
*Mercury International Value
V.I. Fund
(FKA Xxxxxxx Xxxxx
International Value V.I. Fund)
XXXXXXX XXXXX WORLD INCOME FUND, INC.
FDP SERIES INC., on behalf of each of
the following series:
*Marisco Growth FDP
Fund
*MFS Research International FDP
Fund
*Franklin Xxxxxxxxx Total Return FDP
Fund
*Xxx Xxxxxx Value FDP Fund
Massachusetts Business Trusts:
XXXXXXX XXXXX CALIFORNIA MUNICIPAL SERIES
TRUST, on behalf of the following
series:
*Xxxxxxx Xxxxx California Insured
Municipal Bond Fund
XXXXXXX XXXXX EUROFUND
XXXXXXX XXXXX U.S. GOVERNMENT FUND
(FKA XXXXXXX XXXXX U.S. GOVERNMENT MORTGAGE
FUND)
XXXXXXX XXXXX NATURAL RESOURCES TRUST
MLIM
FUNDS
SIXTH AMENDMENT
SIGNATURE PAGE
NOVEMBER
2005
XXXXXXX XXXXX MULTI-STATE
MUNICIPAL SERIES TRUST, on behalf of each of the following
series:
*Xxxxxxx Xxxxx Florida Municipal Bond
Fund
*Xxxxxxx Xxxxx New Jersey Municipal Bond
Fund
*Xxxxxxx Xxxxx New York Municipal Bond
Fund
*Xxxxxxx Xxxxx Pennsylvania Municipal Bond
Fund
XXXXXXX XXXXX MUNICIPAL SERIES TRUST, on behalf of
the following series:
*Xxxxxxx Xxxxx Municipal
Intermediate Term Fund
XXXXXXX XXXXX EQUITY DIVIDEND FUND
MERCURY FUNDS II, on behalf of the following
series:
*Xxxxxxx Xxxxx International Value
Fund
Delaware Statutory Trusts:
MASTER LARGE CAP SERIES TRUST, on behalf of
each of the following series:
*Master Large Cap
Growth Portfolio
*Master Large Cap Value
Portfolio
*Master Large Cap Core
Portfolio
QUANTITATIVE MASTER SERIES TRUST, on behalf
of each of the following series:
*Master Enhanced
International Series
*Master International Index
Series Master
(FKA Master
International (Cap Weighted) Series)
*Master
Enhanced S&P 500 Series
*Master Extended
Market Series
(FKA Master Extended
Market Index Series)
*Master Mid Cap Index
Series
*Master Aggregate Bond Index
Series
*Master S&P 500 Index
Series
*Master Small Cap Index
Series
*Master Enhanced Small Cap
Series
FUND ASSET MANAGEMENT MASTER TRUST, on behalf of
the following series:
*Low Duration Master
Portfolio
GLOBAL FINANCIAL SERVICES MASTER TRUST, on
behalf of the following series:
*Global Financial
Services Portfolio
MASTER BASIC VALUE TRUST
MASTER FOCUS TWENTY TRUST
MASTER SENIOR FLOATING RATE TRUST
MASTER VALUE OPPORTUNITIES TRUST
MASTER U.S. HIGH YIELD TRUST
MERCURY MASTER TRUST, on behalf of each of the
following series:
*Xxxxxxx Xxxxx Master
International Portfolio
*Xxxxxxx Xxxxx Master
Small Cap Growth Portfolio
MLIM
FUNDS
SIXTH AMENDMENT
SIGNATURE PAGE
NOVEMBER
2005
MASTER REAL INVESTMENT TRUST
MASTER INFLATION PROTECTED TRUST
XXXXXXX XXXXX PRINCIPAL PROTECTED TRUST, on
behalf of each of the following series:
*Xxxxxxx
Xxxxx Basic Value Principal Protected
Fund
*Xxxxxxx Xxxxx Fundamental Growth Principal
Protected Fund
MANAGED ACCOUNT SERIES, on behalf
of:
*Global SmallCap
Portfolio
*Mid Cap Value Opportunities
Portfolio
*US Mortgage
Portfolio
*High Income
Portfolio
XXXXXXX XXXXX GLOBAL EQUITY OPPORTUNITIES FUND
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By:
Name: Title: |
MLIM
FUNDS
SIXTH AMENDMENT
SIGNATURE PAGE
NOVEMBER
2005
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LLOYDS TSB BANK,
PLC, Individually and as Syndication Agent |
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By:
Name: Title: |
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By:
Name: Title: |
MLIM
FUNDS
SIXTH AMENDMENT
SIGNATURE PAGE
NOVEMBER
2005
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PNC BANK,
N.A., Individually and as Syndication Agent |
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By:
Name: Title: |
MLIM
FUNDS
SIXTH AMENDMENT
SIGNATURE PAGE
NOVEMBER
0000
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XXX XXXX XX XXX XXXX |
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By:
Name: Title: |
MLIM
FUNDS
SIXTH AMENDMENT
SIGNATURE PAGE
NOVEMBER
0000
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XXXXX XXXXXX BANK AND TRUST COMPANY |
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By:
Name: Title: |
MLIM
FUNDS
SIXTH AMENDMENT
SIGNATURE PAGE
NOVEMBER
2005
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ABN AMRO BANK N.V. |
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By:
Name: Title: |
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By:
Name: Title: |
MLIM
FUNDS
SIXTH AMENDMENT
SIGNATURE PAGE
NOVEMBER
0000
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XXXX XX XXXXXXX, N.A. |
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By:
Name: Title: |
MLIM
FUNDS
SIXTH AMENDMENT
SIGNATURE PAGE
NOVEMBER
2005
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BNP PARIBAS |
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By:
Name: Title: |
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By:
Name: Title: |
MLIM
FUNDS
SIXTH AMENDMENT
SIGNATURE PAGE
NOVEMBER
2005
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XXXXX BROTHERS XXXXXXXX & CO. |
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By:
Name: Title: |
MLIM
FUNDS
SIXTH AMENDMENT
SIGNATURE PAGE
NOVEMBER
2005
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CITIBANK, N.A. |
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By:
Name: Title: |
MLIM
FUNDS
SIXTH AMENDMENT
SIGNATURE PAGE
NOVEMBER
2005
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HSBC BANK USA, N.A. |
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By:
Name: Title: |
MLIM
FUNDS
SIXTH AMENDMENT
SIGNATURE PAGE
NOVEMBER
2005
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MELLON BANK, N.A. |
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By:
Name: Title: |
MLIM
FUNDS
SIXTH AMENDMENT
SIGNATURE PAGE
NOVEMBER
2005
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SVENSKA HANDELSBANKEN AB |
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By:
Name: Title: |
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By:
Name: Title: |
Schedule 1
ADDRESSES FOR NOTICES AND
COMMITMENT AMOUNTS
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| JPMorgan
Chase Bank, N.A. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xx. Xxxxxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 |
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Commitment
Amount: $90,000,000 Commitment Percentage: 18% |
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| Lloyds TSB Bank, plc 1251 Avenue of the Xxxxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Mr. Xxxxxx Xxxxxxx Telephone: (000) 000 0000 Facsimile: (000) 000 0000 |
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Commitment
Amount: $65,000,000 Commitment Percentage: 13% |
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| PNC Bank, National Association 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
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Commitment Amount:
$65,000,000 Commitment Percentage: 13% |
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| The Bank of New York Xxx Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xx. Xxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
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Commitment Amount: $40,000,000 Commitment Percentage: 8% |
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| State Street Bank
and Trust Company Mutual Fund Lending Lafayette Corporate Center 0 Xxxxxx xx Xxxxxxxxx 0xx Xxxxx Xxxxxx, XX 00000 Attention: Xx. Xxxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
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Commitment Amount: $40,000,000 Commitment Percentage: 8% |
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Sch. 1-1
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| ABN AMRO Bank N.V. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xx. Xxxxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
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Commitment Amount: $25,000,000 Commitment Percentage: 5% |
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| Bank of
America, N.A. 000 Xxxxxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xx. Xxxxxxxx Xxxxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
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Commitment Amount: $25,000,000 Commitment Package: 5% |
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| BNP Paribas 000 0xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xx. Xxxxxxx Xxxxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
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Commitment Amount: $25,000,000 Commitment Percentage: 5% |
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| Xxxxx Brothers
Xxxxxxxx & Co. 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Mr. Xxxxxxx XxXxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
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Commitment Amount:
$25,000,000 Commitment Percentage: 5% |
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| Citibank, N.A. 000 Xxxxxxxxx Xx., 00xx Xx Xxx Xxxx, XX 00000 Attention: Xx. Xxxxxxxxx Xxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
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Commitment Amount:
$25,000,000 Commitment Percentage: 5% |
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Sch. 1-2
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| HSBC Bank USA 000 0xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Mr. Xxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
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Commitment Amount: $25,000,000 Commitment Percentage: 5% |
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| Mellon Bank,
N.A. Xxxx Xxxxx 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attention: Xx. Xxxxxx Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
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Commitment Amount: $25,000,000 Commitment Percentage: 5% |
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| Svenska
Handelsbanken AB 000 Xxxxx Xxxxxx — 4th Floor New York, NY 10022 Attention: Xx. Xxxxxx Xx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
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Commitment Amount: $25,000,000 Commitment Percentage: 5% |
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Sch. 1-3
Schedule 4.9
BORROWERS WITH LESS THAN 25% OF ASSETS IN MARGIN STOCK
Master Senior Floating Rate Trust
Xxxxxxx Xxxxx Xxxxx Term U.S. Government Fund, Inc.
Xxxxxxx Xxxxx California Municipal Series
Trust,
on behalf of the following series:
*Xxxxxxx Xxxxx
California Insured Municipal Bond Fund
Xxxxxxx Xxxxx U.S. Government Fund
Xxxxxxx Xxxxx Multi-State Municipal
Series Trust,
on behalf of each of the following
series:
*Xxxxxxx Xxxxx Florida Municipal Bond Fund
*Xxxxxxx
Xxxxx New Jersey Municipal Bond Fund
*Xxxxxxx Xxxxx New York
Municipal Bond Fund
*Xxxxxxx Xxxxx Pennsylvania Municipal Bond
Fund
Xxxxxxx Xxxxx Municipal Bond Fund, Inc.,
on
behalf of each of the following series:
*Xxxxxxx Xxxxx Municipal
Bond Fund, Inc. — The Insured Portfolio
*Xxxxxxx Xxxxx
Municipal Bond Fund, Inc. — The National Portfolio
*Xxxxxxx
Xxxxx Municipal Bond Fund, Inc. — The Limited Maturity
Portfolio
Xxxxxxx Xxxxx Municipal Series Trust,
on
behalf of the following series:
*Xxxxxxx Xxxxx Municipal
Intermediate Term Fund
FAM Series Funds, Inc.,
on
behalf of the following series:
*Mercury Intermediate Government
Bond Portfolio
FAM Variable Series Funds, Inc.,
on
behalf of the following series:
*Mercury Government Bond V.I.
Fund
FDP Series, Inc., on behalf of the following
series:
*Franklin Xxxxxxxxx Total Return FDP Fund
Managed Account Series Trust, on behalf of each of the
following series:
*U.S. Mortgage Portfolio
*High Income
Portfolio
Sch. 4.9-1
Schedule 5.20
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| NAME
OF BORROWER
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NAME OF CUSTODIAN ** | ||||
| Maryland Corporations: | |
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| Xxxxxxx Xxxxx Xxxxx Term U.S. Government Fund, Inc. | |
BONY | ||||
| The Asset Program,
Inc., on behalf of the following series: *Xxxxxxx Xxxxx Mid Cap Value Opportunities Fund |
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BONY | ||||
| Xxxxxxx Xxxxx Balanced Capital Fund, Inc. | |
BONY | ||||
| Xxxxxxx
Xxxxx Xxxx Fund, Inc., on behalf of each of the following series: *High Income Portfolio *Intermediate Term Portfolio |
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State Street | ||||
| Xxxxxxx Xxxxx Developing Capital Markets Fund, Inc. | |
Xxxxx Brothers | ||||
| Merrill Xxxxx Disciplined Equity Fund, Inc. | |
JPMorgan Xxxxx | ||||
| Xxxxxxx Xxxxx Fundamental Growth Fund, Inc. | |
JPMorgan Xxxxx | ||||
| Xxxxxxx Xxxxx Global Allocation Fund, Inc. | |
Xxxxx Brothers | ||||
| Merrill Xxxxx Global Growth Fund, Inc. | |
State Street | ||||
| Xxxxxxx Xxxxx Global SmallCap Fund, Inc. | |
Xxxxx Brothers | ||||
| Merrill Xxxxx Global Technology Fund, Inc. | |
Xxxxx Brothers | ||||
| Merrill Xxxxx Utilities and Telecommunications Fund, Inc. | |
JPMorgan Xxxxx | ||||
| Xxxxxxx Xxxxx Global Value Fund, Inc. | |
Xxxxx Brothers | ||||
| Merrill Xxxxx Healthcare Fund, Inc. | |
JPMorgan Xxxxx | ||||
| Xxxxxxx Xxxxx Latin America Fund, Inc. | |
Xxxxx Brothers | ||||
| Merrill Xxxxx Municipal Bond
Fund, Inc., on behalf of each of the following series: *Xxxxxxx Xxxxx Municipal Bond Fund, Inc. — The Insured Portfolio *Xxxxxxx Xxxxx Municipal Bond Fund, Inc. — The National Portfolio *Xxxxxxx Xxxxx Municipal Bond Fund, Inc. — The Limited Maturity Portfolio |
|
BONY | ||||
| Xxxxxxx Xxxxx Pacific Fund, Inc. | |
Xxxxx Brothers | ||||
| Merrill Xxxxx Focus Value Fund, Inc. | |
JPMorgan Chase | ||||
|
||||||
Sch. 5.20-1
|
|
|
|
|
|
|
| NAME
OF BORROWER
|
|
NAME OF CUSTODIAN ** | ||||
| FAM Series Fund, Inc., on behalf of each of the following series: *Mercury Large Cap Core Strategy Portfolio *Mercury Global Allocation Strategy Portfolio *Mercury Fundamental Growth Strategy Portfolio *Mercury High Yield Portfolio *Mercury Intermediate Government Bond Portfolio *Mercury Core Bond Strategy Portfolio *Mercury Balanced Capital Strategy Portfolio |
|
BONY | ||||
| FAM Variable Series
Funds, Inc., on behalf of each of the following series: *Mercury American Balanced V.I. Fund *Mercury Basic Value V.I. Fund *Mercury Global Growth V.I. Fund *Mercury Global Allocation V.I. Fund *Mercury Utilities and Telecommunications V.I. Fund *Mercury Government Bond V.I. Fund *Mercury Index 500 V.I. Fund *Mercury Large Cap Core V.I. Fund *Mercury Large Cap Value V.I. Fund *Mercury High Current Income V.I. Fund *Mercury Core Bond V.I. Fund *Mercury Fundamental Growth V.I. Fund *Mercury Value Opportunities V.I. Fund *Mercury Large Cap Growth V.I. Fund *Mercury International Value V.I. Fund |
|
All BONY except as
noted. Xxxxx Brothers Xxxxx Brothers |
||||
| Merrill Xxxxx World Income Fund, Inc. | |
State Street | ||||
| FDP Series, Inc., on behalf of the
following series: *Marisco Growth FDP Fund *MFS Research International FDP Fund *Franklin Xxxxxxxxx Total Return FDP Fund *Xxx Xxxxxx Value FDP Fund |
|
Xxxxx Brothers | ||||
| Massachusetts Business Trusts: | |
|||||
| Xxxxxxx Xxxxx California
Municipal Series Trust, on behalf of the following series: *Xxxxxxx Xxxxx California Insured Municipal Bond Fund |
|
BONY | ||||
| Xxxxxxx Xxxxx EuroFund | |
Xxxxx Brothers | ||||
| Merrill Xxxxx U.S. Government Fund | |
BONY | ||||
| Xxxxxxx Xxxxx Natural Resources Trust | |
BONY | ||||
|
||||||
Sch. 5.20-2
|
|
|
|
|
|
|
| NAME
OF BORROWER
|
|
NAME OF CUSTODIAN ** | ||||
| Xxxxxxx Xxxxx Multi-State
Municipal Series Trust, on behalf of each of the following series: *Xxxxxxx Xxxxx Florida Municipal Bond Fund *Xxxxxxx Xxxxx New Jersey Municipal Bond Fund *Xxxxxxx Xxxxx New York Municipal Bond Fund *Xxxxxxx Xxxxx Pennsylvania Municipal Bond Fund |
|
State Street | ||||
| Xxxxxxx Xxxxx Municipal Series
Trust, on behalf of the following series: *Xxxxxxx Xxxxx Municipal Intermediate Term Fund |
|
State Street | ||||
| Xxxxxxx Xxxxx Equity Dividend Fund | |
State Street | ||||
| Mercury Funds
II, on behalf of the following series: *Xxxxxxx Xxxxx International Value Fund |
|
Xxxxx Brothers | ||||
| Delaware Statutory Trusts: | |
|||||
| Global Financial
Services Master Trust, on behalf of the following series: *Global Financial Services Portfolio |
|
Xxxxx Brothers | ||||
| Quantitative Master Series
Trust on behalf of each of the following series: *Master Aggregate Bond Index Series *Master S&P 500 Index Series *Master Small Cap Index Series *Master Enhanced International Series *Master International Index Series *Master Enhanced S&P 500 Series *Master Extended Market Series *Master Mid Cap Index Series *Master Enhanced Small Cap Series |
|
All
Xxxxxxx Xxxxx Global Custody except as noted JPMorgan Chase JPMorgan Chase JPMorgan Chase JPMorgan Chase JPMorgan Chase JPMorgan Chase |
||||
| Master Basic Value Trust | |
BONY | ||||
| Master Focus Twenty Trust | |
BONY | ||||
| Master Senior Floating Rate Trust | |
BONY | ||||
| Master Value Opportunities Trust | |
BONY | ||||
| Master U.S. High Yield Trust | |
State Street | ||||
| Mercury Master Trust, on behalf of each of the following series: *Xxxxxxx Xxxxx Master International Portfolio * Xxxxxxx Xxxxx Master Small Cap Growth Portfolio |
|
Xxxxx Brothers | ||||
|
||||||
Sch. 5.20-3
|
|
|
|
|
|
|
| NAME
OF BORROWER
|
|
NAME OF CUSTODIAN ** | ||||
| Master Large Cap Series
Trust, on behalf of each of the following series: *Master Large Cap Core Portfolio *Master Large Cap Growth Portfolio *Master Large Cap Value Portfolio |
|
Xxxxx Brothers | ||||
| Master Real Investment Trust | |
BONY | ||||
| Master Inflation Protected Trust | |
BONY | ||||
| Xxxxxxx Xxxxx
Principal Protected Trust, on behalf of each of the following
series: *Xxxxxxx Xxxxx Basic Value Principal Protected Fund *Xxxxxxx Xxxxx Fundamental Growth Principal Protected Fund |
|
Xxxxx Brothers | ||||
| Fund Asset
Management Master Trust, on behalf of the following series: *Low Duration Master Portfolio |
|
Xxxxx Brothers | ||||
| Merrill Xxxxx Global Equity Opportunities Fund | |
Xxxxx Brothers | ||||
| Managed Account Series Trust, on
behalf of each of the following series: *Global SmallCap Portfolio *Mid Cap Value Opportunities Portfolio *U.S. Mortgage Portfolio *High Income Portfolio |
|
Xxxxx Brothers Xxxxx Brothers State Street State Street |
||||
|
||||||
**
1. ‘‘BONY’’ = The Bank of New York
2. ‘‘Xxxxx Brothers’’ = Xxxxx Brothers Xxxxxxxx & Co.
3. ‘‘JPMorgan Chase’’ = JPMorgan Chase Bank, N.A.
4. ‘‘State Street’’ = State Street Bank and Trust Company
Sch. 5.20-4
