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[GRAPHIC OMITTED: STATE STREET LOGO]
| September 20, 2018 |
| Each of the Borrowers listed | |
| on Appendix I hereto | |
| One Post Office Square | |
| Boston, MA 02109 | |
| Attention: | Xxxxxxxx X. Xxxxxxx, |
| Executive Vice President, Principal Executive Officer | |
| Treasurer and Compliance Liaison | |
RE: Fourth Amendment to Xxxxxx Funds Amended and Restated Uncommitted Line of Credit
Ladies and Gentlemen:
Pursuant to an amended and restated letter agreement dated as of September 24, 2015 (as amended from time to time, the “Loan Agreement”) among State Street Bank and Trust Company (the “Bank”) and each of the management investment companies registered under the Investment Company Act listed on Appendix I attached thereto (each, a “Borrower”), the Bank has made available to each of the Borrowers, for itself or on behalf of designated fund series thereof, a $235,500,000 uncommitted, unsecured line of credit (the “Uncommitted Line”). The obligations of the Borrowers arising under the Uncommitted Line are evidenced by an amended and restated promissory note in the original principal amount of $235,500,000, dated September 24, 2015, executed by each of the Borrowers, for itself or on behalf of such designated fund series thereof, in favor of the Bank (as amended, the “Note”). Any capitalized term not otherwise defined herein shall have the same meaning as set forth in the Loan Agreement.
The Borrowers have requested, and the Bank has agreed, to make certain changes to the Loan Documents in connection therewith as set forth below. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:
I. Amendments to Loan Documents
Subject to the terms and conditions hereof, the Loan Documents are hereby amended as follows:
1. Section I(1) of the Loan Agreement is hereby amended by deleting the first sentence in its entirety and substituting the following therefor: “The Uncommitted Line shall expire on September 19, 2019 (the “Expiration Date”), unless extended by mutual agreement of the Bank and the Borrowers or, with respect to any Fund, terminated by a Borrower on behalf of such Fund as provided herein.”
September 20, 2018
Page 2
2. The Borrowers have informed the Bank that, (i) Xxxxxx American Government Income Fund merged into Xxxxxx Mortgage Securities Fund, and (ii) Xxxxxx Investors Fund merged into Xxxxxx Funds Trust, and all of Xxxxxx Investors Fund’s assets and liabilities were assigned to, and assumed by, Xxxxxx Multi-Cap Core Fund, a series of Xxxxxx Funds Trust. As a result of the foregoing, each of Xxxxxx American Government Income Fund and Xxxxxx Investors Fund ceased to be a “Borrower” and for all purposes of the Loan Documents.
3. On or before the date hereof (i) all of the assets and liabilities of Xxxxxx Absolute Return 500 Fund, a series of Xxxxxx Funds Trust (“PAR 500”) were assigned to and assumed by Xxxxxx Absolute Return 700 Fund, a series of Xxxxxx Funds Trust, and (ii) all of the assets and liabilities of Xxxxxx Capital Opportunities Fund, a series of Xxxxxx Investment Funds (“PCO”) were assigned to and assumed by Xxxxxx Small Cap Growth Fund, a series of Xxxxxx Funds Trust. As a result of the foregoing, each of PAR 500 and PCO ceased to be a “Fund” for all purposes of the Loan Documents.
4. The Borrowers have informed the Bank of certain Fund terminations, liquidations and name changes reflected in Appendix I attached hereto.
5. The Appendix I attached to the Loan Agreement and the Note and the Appendix I (or other applicable schedule, appendix or exhibit designation), as applicable, attached to each other certificate, agreement or form executed and/or delivered in connection with the Loan Agreement which includes such an Appendix I (or other applicable schedule, appendix or exhibit designation) listing the Borrowers and Funds, is hereby deleted and the Appendix I attached hereto is substituted in each instance therefor, such revised Appendix I reflecting the changes described in paragraphs 2 through 4 above.
II. Closing Fee
As a condition precedent to the effectiveness of this letter agreement, the Borrowers shall pay to the Bank a non-refundable fee of $94,200 for closing the renewal of the Uncommitted Line, which fee shall be non-refundable and deemed fully earned by the Bank upon the date of this letter agreement.
III. Miscellaneous
1. Other than as expressly amended hereby, all terms and conditions of the Loan Agreement, Note and all related Loan Documents shall remain unchanged and are hereby ratified and affirmed as of the date hereof.
2. Each of the Borrowers, for itself and on behalf of its respective Funds, represents and warrants to the Bank as follows: (a) no Default or Event of Default has occurred and is continuing on the date hereof under the Loan Documents; (b) each of the representations and warranties contained in the Loan Agreement is true and correct in all respects with respect to such Borrower, for itself and its respective Funds, on and as of the date of this letter amendment except to the extent such representation and warranty is made as of an earlier date; (c) the
Information Classification: Limited Access
September 20, 2018
Page 3
execution, delivery and performance of this letter amendment and the Loan Documents, as amended hereby (collectively, the “Amended Loan Documents”): (i) are, and will be, within such Borrower's power and authority, (ii) have been authorized by all necessary proceedings, (iii) do not, and will not, require any consent or approval from any governmental authority or any other party other than those which have been received, (iv) will not contravene any provision of, or exceed any limitation contained in, the declaration of trust, by-laws or other organizational documents or Prospectus of such Borrower or any law, rule or regulation applicable to such Borrower, and (v) do not constitute a default under any other agreement, order or undertaking binding on such Borrower; and (d) each of the Amended Loan Documents constitutes the legal, valid, binding and enforceable obligation of such Borrower, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and by general equitable principles.
3. Upon receipt of a fully executed copy of this letter amendment and such other documents or instruments as the Bank may reasonably request, this letter amendment shall be deemed to be an instrument under seal and an amendment to the Loan Agreement to be governed by the laws of The Commonwealth of Massachusetts.
4. A copy of the Agreement and Declaration of Trust of each Borrower, as amended or restated from time to time, is on file with the Secretary of The Commonwealth of Massachusetts. Notice is hereby given, and it is expressly agreed, that the obligations of any such Borrower under this letter amendment, the Loan Agreement as amended by this letter amendment, and the other Loan Documents as amended by this letter amendment, shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of such Xxxxxxxx personally, but bind only the trust property of such Borrower. Furthermore, notice is given that the assets and liabilities of each Fund are separate and distinct and that the obligations of or arising out of the Loan Agreement as amended by this letter amendment and the other Loan Documents as amended by this letter amendment with respect to each Fund are several and not joint. In the case of each Borrower, the execution and delivery of this letter amendment on its behalf has been authorized by its trustees, and this letter amendment has been executed and delivered by an authorized officer, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery shall be deemed to have been made by any of them individually, but shall bind only the trust property of such Borrower.
| [Remainder of Page Intentionally Left Blank] |
Information Classification: Limited Access
This letter amendment may be executed in counterparts each of which shall be deemed to be an original document.
| Very truly yours, | ||
| STATE STREET BANK AND | ||
| TRUST COMPANY, as Bank | ||
| By: | /s/Xxxxx X. Xxxxx_______________ | |
| Xxxxx X. Xxxxx | ||
| Vice President | ||
Acknowledged and Accepted:
XXXXXX ASSET ALLOCATION FUNDS, on behalf of
its fund series as listed in Appendix I attached hereto
XXXXXX CALIFORNIA TAX EXEMPT INCOME FUND
XXXXXX CONVERTIBLE SECURITIES FUND
XXXXXX DIVERSIFIED INCOME TRUST
XXXXXX EQUITY INCOME FUND
XXXXXX EUROPE EQUITY FUND
XXXXXX FUNDS TRUST, on behalf of
its fund series as listed in Appendix I attached hereto
XXXXXX GLOBAL EQUITY FUND
XXXXXX GLOBAL HEALTH CARE FUND
XXXXXX GLOBAL INCOME TRUST
XXXXXX GLOBAL NATURAL RESOURCES FUND
XXXXXX GLOBAL UTILITIES FUND
XXXXXX HIGH YIELD FUND
XXXXXX INCOME FUND
XXXXXX INTERNATIONAL EQUITY FUND
XXXXXX INVESTMENT FUNDS, on behalf of
its fund series as listed in Appendix I attached hereto
XXXXXX MASSACHUSETTS TAX EXEMPT INCOME FUND
XXXXXX MINNESOTA TAX EXEMPT INCOME FUND
XXXXXX MONEY MARKET FUND
XXXXXX MORTGAGE SECURITIES FUND
XXXXXX NEW JERSEY TAX EXEMPT INCOME FUND
XXXXXX NEW YORK TAX EXEMPT INCOME FUND
XXXXXX OHIO TAX EXEMPT INCOME FUND
XXXXXX PENNSYLVANIA TAX EXEMPT INCOME FUND
XXXXXX SUSTAINABLE LEADERS FUND
XXXXXX TAX EXEMPT INCOME FUND
XXXXXX TAX-FREE INCOME TRUST, on behalf of
its fund series as listed in Appendix I attached hereto
XXXXXX VARIABLE TRUST, on behalf of
its fund series as listed in Appendix I attached hereto
XXXXXX XXXXXX BALANCED FUND
| By: | /s/Xxxxxxxx Xxxxxxx____________________ |
| Xxxxxxxx Xxxxxxx | |
| Executive Vice President, of each of the foregoing | |
Information Classification: Limited Access
| APPENDIX I |
| List of Borrowers and Funds |
XXXXXX ASSET ALLOCATION FUNDS
on behalf of:
Xxxxxx Dynamic Asset Allocation Balanced Fund
Xxxxxx Dynamic Asset Allocation Conservative Fund
Xxxxxx Dynamic Asset Allocation Growth Fund
XXXXXX CALIFORNIA TAX EXEMPT INCOME FUND
XXXXXX CONVERTIBLE SECURITIES FUND
XXXXXX DIVERSIFIED INCOME TRUST
XXXXXX EQUITY INCOME FUND
XXXXXX EUROPE EQUITY FUND
XXXXXX FUNDS TRUST
on behalf of:
Xxxxxx Short Duration Bond Fund
Xxxxxx Fixed Income Absolute Return Fund
Xxxxxx Multi-Asset Absolute Return Fund
Xxxxxx Dynamic Asset Allocation Equity Fund
Xxxxxx Capital Spectrum Fund
Xxxxxx Dynamic Risk Allocation Fund
Xxxxxx Emerging Markets Equity Fund
Xxxxxx Emerging Markets Income Fund
Xxxxxx Equity Spectrum Fund
Xxxxxx Floating Rate Income Fund
Xxxxxx Global Consumer Fund
Xxxxxx Global Financials Fund
Xxxxxx Global Industrials Fund
Xxxxxx Global Technology Fund
Xxxxxx Global Telecommunications Fund
Xxxxxx Intermediate-Term Municipal Income Fund
Xxxxxx International Value Fund
Xxxxxx Mortgage Opportunities Fund
Xxxxxx Multi-Cap Core Fund
Xxxxxx Short Duration Income Fund
Xxxxxx Short-Term Municipal Income Fund
Xxxxxx Small Cap Growth Fund
XXXXXX GLOBAL EQUITY FUND
XXXXXX GLOBAL HEALTH CARE FUND
XXXXXX GLOBAL INCOME TRUST
XXXXXX GLOBAL NATURAL RESOURCES FUND
XXXXXX GLOBAL UTILITIES FUND
XXXXXX HIGH YIELD FUND
XXXXXX INCOME FUND
Information Classification: Limited Access
XXXXXX INTERNATIONAL EQUITY FUND
XXXXXX INVESTMENT FUNDS
on behalf of:
Xxxxxx Government Money Market Fund
Xxxxxx Growth Opportunities Fund
Xxxxxx International Capital Opportunities Fund
Xxxxxx International Growth Fund
Xxxxxx Sustainable Future Fund
Xxxxxx PanAgora Managed Futures Strategy
Xxxxxx PanAgora Market Neutral Fund
Xxxxxx PanAgora Risk Parity Fund
Xxxxxx Research Fund
Xxxxxx Small Cap Value Fund
XXXXXX MASSACHUSETTS TAX EXEMPT INCOME
FUND
XXXXXX MINNESOTA TAX EXEMPT INCOME FUND
XXXXXX MONEY MARKET FUND
XXXXXX SUSTAINABLE LEADERS FUND
XXXXXX NEW JERSEY TAX EXEMPT INCOME FUND
XXXXXX NEW YORK TAX EXEMPT INCOME FUND
XXXXXX OHIO TAX EXEMPT INCOME FUND
XXXXXX PENNSYLVANIA TAX EXEMPT INCOME
FUND
XXXXXX TAX EXEMPT INCOME FUND
XXXXXX TAX-FREE INCOME TRUST
on behalf of:
Xxxxxx AMT-Free Municipal Fund
Xxxxxx Tax-Free High Yield Fund
XXXXXX MORTGAGE SECURITIES FUND
XXXXXX VARIABLE TRUST
on behalf of:
Xxxxxx VT Multi-Asset Absolute Return Fund
Xxxxxx VT Mortgage Securities Fund
Xxxxxx VT Small Cap Growth Fund
Xxxxxx VT Diversified Income Fund
Xxxxxx VT Equity Income Fund
Xxxxxx VT Global Asset Allocation Fund
Xxxxxx VT Global Equity Fund
Xxxxxx VT Global Health Care Fund
Xxxxxx VT Global Utilities Fund
Xxxxxx VT Government Money Market Fund (f/k/a Xxxxxx
Information Classification: Limited Access
VT Money Market Fund)
Xxxxxx VT Growth Opportunities Fund
Xxxxxx VT High Yield Fund
Xxxxxx VT Income Fund
Xxxxxx VT International Equity Fund
Xxxxxx VT International Growth Fund
Xxxxxx VT International Value Fund
Xxxxxx VT Multi-Cap Core Fund
Xxxxxx VT Sustainable Leaders Fund
Xxxxxx VT Sustainable Future Fund
Xxxxxx VT Research Fund
Xxxxxx VT Small Cap Value Fund
Xxxxxx VT Xxxxxx Xxxxxx Balanced Fund
XXXXXX XXXXXX BALANCED FUND
Information Classification: Limited Access
