FIFTH AMENDMENT TO SECURITIES LENDING AGENCY AGREEMENT
FIFTH AMENDMENT TO SECURITIES LENDING AGENCY AGREEMENT
This FIFTH AMENDMENT TO SECURITIES LENDING AGENCY AGREEMENT (this “Fifth Amendment”) is made as of this 25th day of August, 2010, by and among Xxxxx Fargo Advantage Income Opportunities Fund, Xxxxx Fargo Advantage Multi-Sector Income Fund and Xxxxx Fargo Advantage Utilities and High Income Fund (each, a “New Lending Trust”), Xxxxx Fargo Funds Trust, Xxxxx Fargo Master Trust and Xxxxx Fargo Variable Trust (including the New Lending Trusts, the “Trusts” and each a “Trust”), on behalf of themselves and their funds now existing or hereafter created, and Xxxxxxx Xxxxx Bank USA, doing business as Xxxxxxx Sachs Agency Lending (“GSAL”).
RECITALS
WHEREAS, except for each New Lending Trust, the parties to this Fifth Amendment entered into that certain Securities Lending Agency Agreement, dated as of April 1, 2010, as amended by the First through Fourth Amendments thereto, each of which added and/or deleted certain Funds to the list of Funds in Appendix A to the Agreement (as so amended, the “Agreement”);
WHEREAS, each of the Funds listed on Appendix A to the Agreement retained the services of GSAL to act as its agent in lending securities from time to time held in the Custody Account to certain borrowers, on the terms and conditions set forth in the Agreement;
WHEREAS, the Trusts and the Custodian have entered into an amendment [to Appendix A], dated as of the date hereof, to that certain Master Custodian Agreement dated August 10, 2009, as amended, pursuant to which the Custodian has assumed custodial responsibilities with respect to securities and other property held for the benefit of the New Lending Trusts in Custody Accounts; and
WHEREAS, the parties to the Agreement now wish to amend the Agreement to, among other things, include each New Lending Trust as a Trust party to the Agreement and as a Lender on Appendix A thereto and add certain Approved Borrowers to Schedule 2 thereto.
NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
Amendment. The Agreement, where specified below, the Appendix and Schedules thereto, are hereby amended as follows:
Agreement and Appendix A. The following New Lending Trusts are to be added as a Trust party to the Agreement and to the list of Funds that are Lenders in Appendix A to the Agreement:
Xxxxx Fargo Advantage Income Opportunities Fund
Xxxxx Fargo Advantage Multi-Sector Income Fund
Xxxxx Fargo Advantage Utilities and High Income Fund
Schedule 2. The following are to be added to the list of Approved Borrowers in Schedule 2 to the Agreement:
Nomura Securities International, Inc.
National Financial Services LLC
Schedule 6. The following New Lending Trusts are to be inserted immediately before Xxxxx Fargo Funds Trust on the list of Approved Persons in Schedule 6 to the Agreement:
Xxxxx Fargo Advantage Income Opportunities Fund
Xxxxx Fargo Advantage Multi-Sector Income Fund
Xxxxx Fargo Advantage Utilities and High Income Fund
Schedule 7. The following New Lending Trusts are to be inserted immediately before Xxxxx Fargo Funds Trust on the address for notices to the Lenders in Schedule 7 to the Agreement:
Xxxxx Fargo Advantage Income Opportunities Fund
Xxxxx Fargo Advantage Multi-Sector Income Fund
Xxxxx Fargo Advantage Utilities and High Income Fund
2. Recitals Incorporated; Definitions.
The foregoing recitals are true and correct and by this reference are incorporated herein. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
3. Appendices, Schedules and Exhibits Incorporated.
All appendices and schedules referenced in this Fifth Amendment are incorporated herein.
Continuing Effectiveness of the Agreement.
Except as otherwise specifically set forth in this Fifth Amendment, all other terms of the Agreement shall remain unchanged and continue in full force and effect.
Counterpart Signatures.
This Fifth Amendment may be executed in any number of counterpart signatures with the same effect as if the parties had all signed the same document. All counterpart signatures shall be construed together and shall constitute one agreement.
IN WITNESS WHEREOF, the parties have caused this Fifth Amendment to be executed and delivered as of the date first above written.
XXXXX FARGO ADVANTAGE INCOME OPPORTUNITIES FUND
XXXXX FARGO ADVANTAGE MULTI-SECTOR INCOME FUND
XXXXX FARGO ADVANTAGE UTILITIES AND HIGH INCOME FUND,
each on behalf of itself as a Lender listed on Appendix A as amended from time to time
By____________________________
Name: Xxxxxx XxXxxxx
Title: Assistant Treasurer
XXXXX FARGO FUNDS TRUST
XXXXX FARGO MASTER TRUST
XXXXX FARGO VARIABLE TRUST,
each on behalf of their respective Lenders listed on Appendix A as amended from time to time
By____________________________
By____________________________
