JOINT FIDELITY BOND AGREEMENT
(v)
THIS AGREEMENT is made as of September 1, 2013, by and among certain registered investment companies (the "Funds") managed and/or administered by Xxxxx Xxxxx Management (“EVM”) or Boston Management and Research (“BMR”), each listed on Appendix A, as amended from time to time; and certain other non-Fund entities affiliated with EVM and/or BMR (collectively the “EV Parties”), each listed on Appendix A, as amended from time to time; all of which are named insureds (the “Insureds”) under a joint insured fidelity bond (the “Bond”) issued by one or more insurance companies (the “Insurer”), which may from time to time be amended or replaced:
WHEREAS, EVM and BMR act as investment adviser, manager and/or administrator of the Funds, and may from time to time hereafter act as investment adviser, manager or administrator of other funds; and Xxxxx Xxxxx Distributors, Inc. acts as principal underwriter or placement agent for certain of the Funds, and may from time to time hereafter act as principal underwriter or placement agent for certain other funds; and
WHEREAS, each Fund has registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a management investment company; and
WHEREAS, Rule 17g-1(f) under the 1940 Act requires registered management investment companies named as an insured on a joint fidelity bond to enter into certain agreements with the other named insureds; and
WHEREAS, the Insureds each will benefit from its participation in the Bond; and
WHEREAS, the Insureds desire to establish the criteria by which (i) the annual premium shall be allocated among the parties, (ii) parties may be added to the Bond, and (iii) losses in excess of the face amount of the Bond shall be allocated among the parties:
NOW, THEREFORE, it is agreed as follows:
1. Allocation of Premiums. The premium payable on the Bond shall be allocated between the Funds and the EV Parties in the manner approved by the Board of Trustees of the Funds, including a majority of those Trustees who are not “interested persons” of the Funds as defined by Section 2 (a) (19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”). The amount of premium allocated to the Funds shall then be allocated among the Funds in the manner approved by the Board of Trustees of the Funds, including a majority of the Independent Trustees. The amount of premium payable by the EV Parties may be allocated among the EV Parties as mutually agreed by them.
2. Additional Parties to the Agreement. If the Insurer is willing without additional premium to add as an Insured under the Bond (i) any registered investment company for which EVM or BMR hereafter is investment adviser, manager and/or administrator, or (ii) any non-Fund party which qualifies as an insurable party pursuant to Rule 17g-1(b)(3) under the 1940 Act, the parties hereto agree that: (a) such addition may be made, (b) any such registered investment company may become a party to this Agreement and be included within the term “Funds”, and (c) that such affiliate or other party may become a party to this Agreement and be included within the term “EV Parties”; provided that any party added during the term of the Agreement shall be bound by the terms of the Agreement.
BOS-3351538 v2
3. Allocation of Claim Proceeds. In the event that the claims of loss of two or more Insureds under the Bond exceed the face amount of the Bond and are deemed to be a Single Loss as defined under the Bond, the following rules for determining, as among the claimants, the priority of satisfaction of the claims under the Bond shall apply:
| A. | All claims of the Funds that have been duly proved and established under the Bond shall be satisfied in full before satisfaction of any claims of any non-Fund Insured party. However, a Fund (“Investing Fund”) which invests substantially all of its assets in one or more other Funds (“Portfolio”) in a master-feeder or fund-of-funds structure is not entitled to recover on its claim to the extent that the Investing Fund’s actual covered loss is reduced by the satisfaction of a Portfolio’s claim. |
| B. | If the claims of the Funds exceed the face amount of the Bond, the insurance shall be applied to those claims in the following manner: |
(i) each Fund shall receive an equitable and proportionate share of the insurance, but in no event less than the amount it would have received had it provided and maintained a single bond with the minimum coverage required by paragraph (d)(1) of Rule 17g-1 under the 1940 Act (the “minimum coverage”); and
(ii) any remaining amount of recovery over the minimum coverage shall be applied to the unsatisfied claims of the Funds, in proportion to the relevant Funds’ contributions toward the allocation of the premium paid for the Bond as determined in accordance with Paragraph 1 above.
| C. | If after giving effect to Paragraph A there remains a portion of the insurance under the Bond available for the satisfaction of claims of parties other than the Funds, such remainder shall be applied as EVM shall determine. |
4. Limitations of Liability. All parties hereto agree that any obligation assumed by a business or common law trust hereunder shall be limited to the assets of the trust, and the trustees, shareholders and agents of the trust shall not be liable thereon.
5. Effective Date. This Fidelity Bond Premium Sharing Agreement shall become effective as of September 1, 2013.
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be executed by their officers, Directors or Trustees hereunto duly authorized all as of the day and year first above written.
XXXXX XXXXX MANAGEMENT (as agent for the Insureds listed on Schedule A)
By: /s/ Xxxx X. X’Xxxx
Name: Xxxx X. X’Xxxx
Title: Vice President
| 2 |
Schedule A
Effective October 31, 2023
Xxxxx Xxxxx Non-Funds
| · | Advanced Fund Solutions, LLC |
| · | Atlanta Capital Management Company, LLC |
| · | Boston Management and Research |
| · | Xxxxx Xxxxx Acquisitions LLC |
| · | Xxxxx Xxxxx Advisers International Ltd. |
| · | Xxxxx Xxxxx Distributors, Inc. |
| · | Xxxxx Xxxxx Global Management, LLC |
| · | Xxxxx Xxxxx Management |
| · | Xxxxx Xxxxx Management (International) Ltd. |
| · | Xxxxx Xxxxx WaterOak Advisors |
| · | EV LLC |
| · | EV Trust Company |
| · | Fox Asset Management, LLC |
| · | Next Shares Solutions, LLC |
| · | Parametric Portfolio Associates, LLC |
| · | Parametric Risk Advisors, LLC |
Xxxxx Xxxxx Growth Trust, a series fund consisting of:
- Xxxxx Xxxxx-Atlanta Capital Focused Growth Fund
- Xxxxx Xxxxx Atlanta Capital Select Equity Fund
- Xxxxx Xxxxx-Atlanta Capital XXXX-Cap Fund
- Xxxxx Xxxxx Focused Global Opportunities Fund
- Xxxxx Xxxxx Focused Growth Opportunities Fund
- Xxxxx Xxxxx Focused Value Opportunities Fund
- Xxxxx Xxxxx Greater China Growth Fund
- Xxxxx Xxxxx International Small-Cap Fund
- Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx All Asset Strategy Fund
- Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx Equity Strategy Fund
- Xxxxx Xxxxx Worldwide Health Sciences Fund
Xxxxx Xxxxx Investment Trust, a series fund consisting of:
- Xxxxx Xxxxx Floating Rate Municipal Income Fund
- Xxxxx Xxxxx National Limited Maturity Municipal Income Fund
- Xxxxx Xxxxx New York Municipal Opportunities Fund
- Xxxxx Xxxxx Short Duration Municipal Opportunities Fund
Xxxxx Xxxxx Municipals Trust, a series fund consisting of:
| · | Xxxxx Xxxxx Arizona Municipal Income Fund |
| · | Xxxxx Xxxxx California Municipal Opportunities Fund |
| · | Xxxxx Xxxxx Connecticut Municipal Income Fund |
| · | Xxxxx Xxxxx Georgia Municipal Income Fund |
| · | Xxxxx Xxxxx Maryland Municipal Income Fund |
| · | Xxxxx Xxxxx Massachusetts Municipal Income Fund |
| · | Xxxxx Xxxxx Minnesota Municipal Income Fund |
| · | Xxxxx Xxxxx Missouri Municipal Income Fund |
| · | Xxxxx Xxxxx Municipal Opportunities Fund |
| · | Xxxxx Xxxxx National Municipal Income Fund |
| · | Xxxxx Xxxxx New Jersey Municipal Income Fund |
| A-1 |
| · | Xxxxx Xxxxx New York Municipal Income Fund |
| · | Xxxxx Xxxxx North Carolina Municipal Income Fund |
| · | Xxxxx Xxxxx Ohio Municipal Income Fund |
| · | Xxxxx Xxxxx Oregon Municipal Income Fund |
| · | Xxxxx Xxxxx Pennsylvania Municipal Income Fund |
| · | Xxxxx Xxxxx South Carolina Municipal Income Fund |
· Xxxxx Xxxxx Virginia Municipal Income Fund
Xxxxx Xxxxx Municipals Trust II, a series fund consisting of:
- Xxxxx Xxxxx High Yield Municipal Income Fund
- Parametric TABS Intermediate-Term Municipal Bond Fund
- Parametric TABS Short-Term Municipal Bond Fund
- Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund
- Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund
- Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund
Xxxxx Xxxxx Mutual Funds Trust, a series fund consisting of:
- Xxxxx Xxxxx AMT-Free Municipal Income Fund
- Xxxxx Xxxxx Emerging and Frontier Countries Equity Fund
- Xxxxx Xxxxx Emerging Markets Debt Fund
- Xxxxx Xxxxx Emerging Markets Local Income Fund
- Xxxxx Xxxxx Floating-Rate Fund
- Xxxxx Xxxxx Floating-Rate Advantage Fund
- Xxxxx Xxxxx Floating-Rate & High Income Fund
- Xxxxx Xxxxx Global Bond Fund
- Xxxxx Xxxxx Global Income Builder Fund
- Xxxxx Xxxxx Global Macro Absolute Return Fund
- Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund
- Xxxxx Xxxxx Global Small-Cap Equity Fund
- Xxxxx Xxxxx Government Opportunities Fund
- Xxxxx Xxxxx High Income Opportunities Fund
- Xxxxx Xxxxx Multi-Asset Credit Fund
- Xxxxx Xxxxx Stock Fund
- Xxxxx Xxxxx Short Duration Government Income Fund
- Xxxxx Xxxxx Short Duration High Income Fund
- Xxxxx Xxxxx Short Duration Strategic Income Fund
- Xxxxx Xxxxx Taxable Municipal Bond
- Xxxxx Xxxxx Tax-Managed Equity Asset Allocation Fund
- Xxxxx Xxxxx Tax-Managed Global Dividend Income Fund
- Xxxxx Xxxxx Tax Managed Growth Fund 1.1
- Xxxxx Xxxxx Tax-Managed Growth Fund 1.2
- Xxxxx Xxxxx Tax-Managed Multi-Cap Growth Fund
- Xxxxx Xxxxx Tax-Managed Small-Cap Fund
- Xxxxx Xxxxx Tax-Managed Value Fund
- Parametric Commodity Strategy Fund
- Parametric Dividend Income Fund
- Parametric Emerging Markets Fund
- Parametric International Equity Fund
- Parametric Tax-Managed International Equity Fund
- Parametric Volatility Risk Premium - Defensive Fund
| A-2 |
Xxxxx Xxxxx Series Fund, Inc., a series fund consisting of:
- Xxxxx Xxxxx Emerging Markets Debt Opportunities Fund
Xxxxx Xxxxx Series Trust, a series fund consisting of:
- Xxxxx Xxxxx Tax-Managed Growth Fund 1.0
Xxxxx Xxxxx Series Trust II, a series fund consisting of:
- Xxxxx Xxxxx Income Fund of Boston
- Parametric Tax-Managed Emerging Markets Fund
Xxxxx Xxxxx Special Investment Trust, a series fund consisting of:
· Xxxxx Xxxxx Balanced Fund
· Xxxxx Xxxxx Core Bond Fund
· Xxxxx Xxxxx Dividend Builder Fund
· Xxxxx Xxxxx Greater India Fund
· Xxxxx Xxxxx Growth Fund
· Xxxxx Xxxxx Large-Cap Value Fund
· Xxxxx Xxxxx Multisector Income Fund
· Xxxxx Xxxxx Real Estate Fund
· Xxxxx Xxxxx Short Duration Inflation-Protected Income Fund
· Xxxxx Xxxxx Small-Cap Fund
· Xxxxx Xxxxx Special Equities Fund
Xxxxx Xxxxx Variable Trust, a series fund consisting of:
- Xxxxx Xxxxx VT Floating-Rate Income Fund
Xxxxx Xxxxx Next Shares Trust, a series fund consisting of:
| · | Xxxxx Xxxxx Balanced NextShares |
| · | Xxxxx Xxxxx Global Income Builder NextShares |
| · | Xxxxx Xxxxx Growth NextShares |
| · | Xxxxx Xxxxx Large-Cap Value NextShares |
| · | Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx All Asset Strategy NextShares |
| · | Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx Equity Strategy NextShares |
| · | Xxxxx Xxxxx Small-Cap NextShares |
| · | Xxxxx Xxxxx Stock NextShares |
| · | Parametric Emerging Markets NextShares |
· Parametric International Equity NextShares
Xxxxx Xxxxx Next Shares Trust II, a series fund consisting of:
| · | Xxxxx Xxxxx Xxxx NextShares |
| · | Xxxxx Xxxxx Global Macro Absolute Return NextShares |
| · | Xxxxx Xxxxx Government Obligations NextShares |
| · | Xxxxx Xxxxx High Income Opportunities NextShares |
| · | Xxxxx Xxxxx High Yield Municipal Income NextShares |
| · | Xxxxx Xxxxx National Municipal Income NextShares |
· Xxxxx Xxxxx TABS 5-to-15 Year Laddered Municipal Bond NextShares
| A-3 |
Xxxxx Xxxxx Floating-Rate Opportunities Fund
Xxxxx Xxxxx 2021 Target Term Trust
Xxxxx Xxxxx California Municipal Bond Fund
Xxxxx Xxxxx California Municipal Income Trust
Xxxxx Xxxxx Enhanced Equity Income Fund
Xxxxx Xxxxx Enhanced Equity Income Fund II
Xxxxx Xxxxx Floating-Rate Income Plus Fund
Xxxxx Xxxxx Floating-Rate Income Trust
Xxxxx Xxxxx Floating-Rate 2022 Target Term Trust
Xxxxx Xxxxx High-Income 2022 Target Term Trust
Xxxxx Xxxxx Limited Duration Income Fund
Xxxxx Xxxxx Municipal Bond Fund
Xxxxx Xxxxx Municipal Income 2028 Term Trust
Xxxxx Xxxxx Municipal Income Trust
Xxxxx Xxxxx National Municipal Opportunities Trust
Xxxxx Xxxxx New York Municipal Bond Fund
Xxxxx Xxxxx Risk-Managed Diversified Equity Income Fund
Xxxxx Xxxxx Senior Floating-Rate Trust
Xxxxx Xxxxx Senior Income Trust
Xxxxx Xxxxx Short Duration Diversified Income Fund
Xxxxx Xxxxx Tax-Advantaged Dividend Income Fund
Xxxxx Xxxxx Tax-Advantaged Global Dividend Income Fund
Xxxxx Xxxxx Tax-Advantaged Global Dividend Opportunities Fund
Xxxxx Xxxxx Tax-Managed Buy-Write Income Fund
Xxxxx Xxxxx Tax-Managed Buy-Write Opportunities Fund
Xxxxx Xxxxx Tax-Managed Buy-Write Strategy Fund
Xxxxx Xxxxx Tax-Managed Diversified Equity Income Fund
Xxxxx Xxxxx Tax-Managed Global Buy-Write Opportunities Fund
Xxxxx Xxxxx Tax-Managed Global Diversified Equity Income Fund
5-to-15 Year Laddered Municipal Bond Portfolio
Core Bond Portfolio
Emerging Markets Local Income Portfolio
Xxxxx Xxxxx Floating Rate Portfolio
Global Income Builder Portfolio
Global Macro Absolute Return Advantage Portfolio
Global Macro Capital Opportunities Portfolio
Global Macro Portfolio
Global Opportunities Portfolio
Greater India Portfolio
High Income Opportunities Portfolio
High Yield Municipal Income Portfolio
International Income Portfolio
Senior Debt Portfolio
Stock Portfolio
Tax-Managed Growth Portfolio
Tax-Managed International Equity Portfolio
Tax-Managed Multi-Cap Growth Portfolio
Tax-Managed Small-Cap Portfolio
Tax-Managed Value Portfolio
| A-4 |
PSC Commodity Subsidiary, Ltd.
Xxxxx Xxxxx GMAP Commodity Subsidiary, Ltd.
Xxxxx Xxxxx GMP Commodity Subsidiary, Ltd.
Xxxxx Xxxxx GOP Commodity Subsidiary, Ltd.
Xxxxx Xxxxx International (Cayman Islands) Funds, Ltd., a series fund consisting of:
- Xxxxx Xxxxx International (Cayman Islands) Floating-Rate Income Fund
- Xxxxx Xxxxx International (Cayman Islands) Emerging Markets Local Income Fund
- Xxxxx Xxxxx International (Cayman Islands) Short Duration Strategic Income Fund
- Xxxxx Xxxxx International (Cayman Islands) Floating Rate Income Portfolio
Xxxxx Xxxxx International (Ireland) Funds plc, a series fund consisting of:
- Xxxxx Xxxxx International (Ireland) Emerging Market Local Income Fund
- Xxxxx Xxxxx International (Ireland) Emerging Markets Debt Opportunities Fund
- Xxxxx Xxxxx International (Ireland) Global Macro Fund
- Xxxxx Xxxxx International (Ireland) Parametric Global Defensive Equity Fund
Xxxxx Xxxxx Institutional Funds PLC, a series fund consisting of:
- Xxxxx Xxxxx (Ireland) Floating-Rate Income Fund
- Xxxxx Xxxxx (Ireland) Multi-Asset Credit Fund
| A-5 |
