ELEVENTH AMENDMENT TO SECURITIES LENDING AGENCY AGREEMENT
ELEVENTH AMENDMENT TO
SECURITIES LENDING AGENCY AGREEMENT
This Eleventh Amendment to Securities Lending Agency Agreement (“Amendment”) is entered into as of February 18, 2016 by and among Xxxxx Fargo Income Opportunities Fund, Xxxxx Fargo Multi-Sector Income Fund and Xxxxx Fargo Utilities and High Income Fund, Xxxxx Fargo Funds Trust, Xxxxx Fargo Master Trust and Xxxxx Fargo Variable Trust (the “Trusts” and each a “Trust”), on behalf of their funds now existing or hereafter created (the “Funds”), and Xxxxxxx Xxxxx Bank USA, doing business as Xxxxxxx Sachs Agency Lending ("GSAL").
WHEREAS, the parties entered into an Securities Lending Agency Agreement dated April 1, 2010 (the “Agreement”); and
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; and
WHEREAS, the parties herein wish to amend the Agreement, specifically, Appendix A to the Agreement, so that each of the Funds identified in this Amendment may also retain the services of GSAL to act as its agent on the terms and conditions set forth in the Agreement; and
NOW, THEREFORE,in consideration of the promises, covenants and agreements contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
1. Amendments. The Agreement is hereby amended as follows:
a. Appendix A – The following Fund is to be added to the list of Funds of Xxxxx Fargo Master Trust in Appendix A to the Agreement:
- Total Return Bond Portfolio
b. Appendix A – The following Fund was deleted from the list of Funds of Xxxxx Fargo Funds Trust in Appendix A to the Agreement:
- Emerging Markets Equity Select Fund
c. Appendix A – The names of the Xxxxx Fargo Advantage Income Opportunities Fund, Xxxxx Fargo Advantage Multi-Sector Income Fund, Xxxxx Fargo Advantage Utilities and High Income Fund and Income Plus Fund were changed to:
- Xxxxx Fargo Income Opportunities Fund
- Xxxxx Fargo Multi-Sector Income Fund
- Xxxxx Fargo Utilities and High Income Fund
- Core Plus Bond Fund
d. Appendix A – Effective April 30, 2016, the following Funds are deleted from the list of Funds of Xxxxx Fargo Variable Trust in Appendix A to the Agreement:
- VT Intrinsic Value Fund
- VT Small Cap Value Fund
- VT Total Return Bond Fund
e. Appendix A – Effective on or about May 1, 2016, the following Fund is added to the list of Funds of Xxxxx Fargo Funds Trust in Appendix A to the Agreement:
- Small Cap Core Fund
f. Appendix A – Effective in the 3rd quarter of 2016, the High Income Fund will merge into the High Yield Bond Fund.
g. Schedule 2. The following are to be added to the list of Approved Borrowers in Schedule 2 to the Agreement:
- BMO Capital Markets Corporation
- Commerz Markets LLC
- Scotia Capital Incorporated
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 Amendment are incorporated herein.
4. Continuing Provisions of the Agreement.
Except as otherwise specifically set forth in this Amendment, all other terms of the Agreement shall remain unchanged and continue in full force and effect.
5. Counterpart Signatures.
This 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 Eleventh Amendment to be executed and delivered as of the date first above written.
XXXXX FARGO INCOME OPPORTUNITIES FUND
XXXXX FARGO MULTI-SECTOR 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: Treasurer
XXXXX FARGO UTILITIES AND HIGH INCOME FUND
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____________________________
APPENDIX A
LENDERS
As of February 18, 2016
XXXXX FARGO FUNDS TRUST
XXXXX FARGO MASTER TRUST
XXXXX FARGO VARIABLE TRUST
XXXXX FARGO INCOME OPPORTUNITIES FUND
XXXXX FARGO MULTI-SECTOR INCOME FUND
XXXXX FARGO UTILITIES AND HIGH INCOME FUND
Xxxxx Fargo Funds Trust
Asia Pacific Fund
Asset Allocation Fund
Capital Growth Fund
C&B Mid Cap Value Fund
Common Stock Fund
Conservative Income Fund
Core Plus Bond Fund
Disciplined U.S. Core Fund
Discovery Fund
Diversified Capital Builder Fund
Diversified Income Builder Fund
Diversified International Fund
Emerging Markets Equity Fund
Endeavor Select Fund
Enterprise Fund
Global Opportunities Fund
Growth Fund
High Income Fund1
High Yield Bond Fund
High Yield Municipal Bond Fund
International Bond Fund
International Equity Fund
Intrinsic Value Fund
Intrinsic World Equity Fund
Large Cap Core Fund
Large Cap Growth Fund
Large Company Value Fund
Mid Cap Disciplined Fund
Omega Growth Fund
Opportunity Fund
Precious Metals Fund
Premier Large Company Growth Fund
Short-Term Bond Fund
Short-Term High Yield Bond Fund
Small Cap Disciplined Fund
Small Cap Core Fund2
Small Cap Opportunities Fund
Special Small Cap Value Fund
Specialized Technology Fund
Strategic Income Fund
Traditional Small Cap Growth Fund
Ultra Short-Term Income Fund
Utility and Telecommunications Fund
Xxxxx Fargo Master Trust
C&B Large Cap Value Portfolio
Core Bond Portfolio
Diversified Fixed Income Portfolio
Diversified Large Cap Growth Portfolio
Emerging Growth Portfolio
Equity Income Portfolio
Index Portfolio
International Growth Portfolio
International Value Portfolio
Managed Fixed Income Portfolio
Small Company Growth Portfolio
Small Company Value Portfolio
Stable Income Portfolio
Total Return Bond Portfolio
Xxxxx Fargo Variable Trust
VT Discovery Fund
VT Index Asset Allocation Fund
VT International Equity Fund
VT Intrinsic Value Fund3
VT Omega Growth Fund
VT Opportunity Fund
VT Small Cap Growth Fund
VT Small Cap Value Fund4
VT Total Return Bond Fund5
Xxxxx Fargo Income Opportunities Fund
Xxxxx Fargo Multi-Sector Income Fund
Xxxxx Fargo Utilities and High Income Fund
1On February 18, 2016, the Board of Trustees of Xxxxx Fargo Funds Trust approved the reorganization of the High Income Fund into the High Yield Bond Fund. Upon shareholder approval, the fund reorganization will become effective in the third quarter of 2016.
2On November 18, 2015, the Board of Xxxxx Fargo Funds Trust approved the establishment of the Xxxxx Fargo Small Cap Core Fund and the reorganization of the Golden Small Cap Core Fund (“Golden Small Cap Fund”) into the Xxxxx Fargo Small Cap Core Fund. Subject to approval by the Board of Forum Funds and shareholders of the Golden Small Cap Fund (the “Small Cap Core Reorganization”), the Small Cap Core Reorganization will become effective in May 2016.
3On November 18, 2015 the Board of Trustees of Xxxxx Fargo Variable Trust approved the liquidation of the VT Intrinsic Value Fund effective on or about April 30, 2016.
4On November 18, 2015 the Board of Trustees of Xxxxx Fargo Variable Trust approved the liquidation of the VT Small Cap Value Fund effective on or about April 30, 2016.
5On November 18, 2015 the Board of Trustees of Xxxxx Fargo Variable Trust approved the liquidation of the VT Total Return Bond Fund effective on or about April 30, 2016.
