September 19, 2019 Each of the Borrowers listed on Appendix I hereto One Post Office Square Boston, MA 02109 Attention: Jonathan S. Horwitz, Executive Vice President, Principal Executive Officer Treasurer and Compliance Liaison RE: Fifth Amendment to...
[GRAPHIC OMITTED: STATE STREET LOGO]
September 19, 2019 |
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: Fifth 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 October 18, 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.”
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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 $7,850 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 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
Information Classification: Limited Access
September 19, 2019
Page 3
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.
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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 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 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 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 Equity Spectrum Fund |
Xxxxxx Floating Rate Income Fund |
Xxxxxx Focused Equity Fund |
Xxxxxx Global Technology Fund |
Xxxxxx Intermediate-Term Municipal Income Fund |
Xxxxxx International Value Fund |
Xxxxxx Mortgage Opportunities Fund |
Xxxxxx Multi-Cap Core Fund |
Xxxxxx Ultra 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 HIGH YIELD FUND |
XXXXXX INCOME FUND |
XXXXXX INTERNATIONAL EQUITY FUND |
XXXXXX INVESTMENT FUNDS |
on behalf of: |
Xxxxxx Government Money Market Fund |
Xxxxxx Growth Opportunities Fund |
Xxxxxx International Capital Opportunities Fund |
Error! Unknown document property name.
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 Government 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 |
Information Classification: Limited Access
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