AMENDMENT NO. 3 TO CREDIT AGREEMENT

EXECUTION VERSION 

AMENDMENT NO. 3 TO CREDIT AGREEMENT 

AMENDMENT NO. 3 (this “Amendment”), dated as of September 20, 2018, to the Credit Agreement, dated as of September 24, 2015, among each trust listed on Schedule A hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent, as amended, supplemented or otherwise modified by Joinder Agreement No. 1, dated as of August 29, 2016, Amendment No. 1, dated as of September 22, 2016, the notice letter, dated February 22, 2017, the notice letter, dated April 19, 2017, and Amendment No. 2, dated as of September 21, 2017 (as the same has been or may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Recitals 

I. Each term that is defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by the Credit Agreement when used herein.

II. On or before the date hereof, (i) the Company Borrower known as Xxxxxx U.S. Government Income Trust changed its name to Xxxxxx Mortgage Securities Fund (such Company Borrower, “PMSF”), and (ii) the Company Borrower known as Xxxxxx Multi-Cap Growth Fund changed its name to Xxxxxx Sustainable Leaders Fund.

III. On or before the date hereof, (i) the Company Borrower known as Xxxxxx American Government Income Fund (“PAGI”) merged into PMSF, and (ii) the Company Borrower known as Xxxxxx Investors Fund (“PIF”) merged into Xxxxxx Funds Trust, and all of PIF’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 PAGI and PIF ceased to be a “Company” and a “Company Borrower” for all purposes of the Loan Documents and are collectively referred to herein as the “Merged Company Borrowers”.

IV. 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, and they are collectively referred to herein as the “Merged Funds”; each of the Series Borrowers of which a Merged Fund was the Related Fund are collectively referred to herein as the “Merged Series Borrowers”.

V. As of May 18, 2018, Xxxxxx Low Volatility Equity Fund, a series of Xxxxxx Funds Trust (“PLVE”) was liquidated and ceased to be a “Fund” for all purposes of the Loan Documents. The Series Borrower of which PLVE was the Related Fund is referred to herein as the “Dissolved Borrower”. The Merged Company Borrowers, the Merged Series Borrowers, and the Dissolved Borrower are collectively referred to herein as “Departing Borrowers”; and each Borrower, other than a Departing Borrower, is referred to herein as an “Amendment Borrower”.

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VI. In addition to the foregoing, on or before the date hereof, each Fund listed on Schedule B changed its name as set forth on Schedule B.

VII. The Borrowers desire to amend the Credit Agreement and the Banks have agreed thereto, in each case upon the terms and conditions herein contained.

Agreements 

Accordingly, in consideration of the Recitals and the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. The defined term “Termination Date” contained in Section 1.01 of the Credit Agreement is hereby amended by replacing the date “September 20, 2018” with the date “September 19, 2019”.

2. Schedule 2 to the Credit Agreement is hereby amended and restated in its entirety in the form of Schedule 2 hereto.

3. Paragraphs 1 and 2 of this Amendment shall not be effective until the earliest date upon which each of the following conditions shall be satisfied (the “Amendment Effective Date”):

(a) the Agent shall have received from each Amendment Borrower and each Bank either (i) a counterpart of this Amendment executed on behalf of the such party or (ii) written evidence satisfactory to the Agent (which may include facsimile or electronic mail transmission (in printable format) of a signed signature page of this Amendment) that the each such party has executed a counterpart of this Amendment;

(b) the Agent shall have received from each Amendment Borrower a manually signed certificate from the Clerk, Secretary or Assistant Secretary (or other officer acceptable to the Agent) of such Amendment Borrower, dated the Amendment Effective Date, in all respects satisfactory to the Agent, (i) certifying as to the incumbency of authorized persons of each Amendment Borrower executing this Amendment, (ii) attaching true, complete and correct copies of the resolutions duly adopted by such Amendment Borrower’s Managing Body approving this Amendment and the transactions contemplated hereby, all of which are in full force and effect on the Amendment Effective Date, and (iii) certifying that such Borrower’s Charter Documents have not been amended, supplemented or otherwise modified since September 21, 2017 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification;

(c) the Agent shall have received one or more opinions of counsel to the Amendment Borrowers covering such matters related to the transactions contemplated hereby as the Agent may request, in form and substance satisfactory to the Agent;

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(d) the Agent shall have received a copy of a Federal Reserve Form FR U-1 for each Bank, duly executed and delivered by each Amendment Borrower, in form and substance acceptable to the Agent;

(e) on and as of the Amendment Effective Date, there shall be no principal, interest, fees or other amount owing (whether or not then due) by the Departing Borrowers under the Loan Documents;

(f) the Agent shall have received such information as the Agent, at the request of any Bank, shall have requested in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations and related policies; and

(g) the Agent shall have received (i) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and disbursements of counsel to the Agent) incurred in connection with the preparation, negotiation, execution and delivery of this Amendment on or prior to the Amendment Effective Date, and (ii) an upfront fee in the amount of $127,000.

4. Each Amendment Borrower (a) reaffirms and admits the validity and enforceability of each Loan Document to which it is a party and all of its obligations thereunder and agrees and admits that (i) it has no defense to any such obligation, and (ii) it shall not exercise any setoff or offset to any such obligation, and (b)(1) represents and warrants that, as of the Amendment Effective Date, no Default has occurred and is continuing, and (2) the representations and warranties by such Amendment Borrower contained in the Credit Agreement and the other Loan Documents to which it is or is becoming a party are true on and as of the Amendment Effective Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

5. In all other respects, the Loan Documents shall remain in full force and effect, and no amendment, supplement or other modification in respect of any term or condition of any Loan Document shall be deemed to be an amendment, supplement or other modification in respect of any other term or condition contained in any Loan Document.

6. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute a single contract. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart executed and delivered (including by facsimile, or by e-mail transmission of a signed signature page of this Amendment) by the party to be charged.

7. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

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IN WITNESS WHEREOF, each party hereto has caused this Amendment No. 3 to be executed on its behalf by its duly authorized representative(s) as of the date first above written.

EACH TRUST LISTED AS A COMPANY ON 

SCHEDULE 2 HERETO 

By:       /s/Xxxxxxxx Xxxxxxx 

Name:     Xxxxxxxx Xxxxxxx 

Title:        Executive Vice President 

Xxxxxx Funds Amendment No. 3 Signature Page 

STATE STREET BANK AND TRUST 

COMPANY, as Agent and as a Bank 

By:   /s/ Xxxxx X. Xxxxx 

Name: Xxxxx Xxxxx 

Title: Vice President 

Xxxxxx Funds Amendment No. 3 Signature Page 

	Schedule A
	List of Companies (Prior to Giving Effect to Amendment No. 3)
1.	Xxxxxx American Government Income Fund
2.	Xxxxxx Asset Allocation Funds
3.	Xxxxxx California Tax Exempt Income Fund
4.	Xxxxxx Convertible Securities Fund
5.	Xxxxxx Diversified Income Trust
6.	Xxxxxx Equity Income Fund
7.	Xxxxxx Europe Equity Fund
8.	Xxxxxx Funds Trust
9.	Xxxxxx Global Equity Fund
10.	Xxxxxx Global Health Care Fund
11.	Xxxxxx Global Income Trust
12.	Xxxxxx Global Natural Resources Fund
13.	Xxxxxx Global Utilities Fund
14.	Xxxxxx High Yield Fund
15.	Xxxxxx Income Fund
16.	Xxxxxx International Equity Fund
17.	Xxxxxx Investment Funds
18.	Xxxxxx Investors Fund
19.	Xxxxxx Massachusetts Tax Exempt Income Fund
20.	Xxxxxx Minnesota Tax Exempt Income Fund
21.	Xxxxxx Money Market Fund
22.	Xxxxxx Multi-Cap Growth Fund
23.	Xxxxxx New Jersey Tax Exempt Income Fund
24.	Xxxxxx New York Tax Exempt Income Fund
25.	Xxxxxx Ohio Tax Exempt Income Fund
26.	Xxxxxx Pennsylvania Tax Exempt Income Fund
27.	Xxxxxx Tax Exempt Income Fund
28.	Xxxxxx Tax-Free Income Trust
29.	Xxxxxx U.S. Government Income Trust
30.	Xxxxxx Variable Trust
31.	Xxxxxx Xxxxxx Balanced Fund

Xxxxxx Funds Amendment No. 3 Signature Page 

Schedule B
Name Change Funds
New Name	Previous Name
Xxxxxx Short Duration Bond Fund	Xxxxxx Absolute Return 100 Fund
Xxxxxx Fixed Income Absolute Return Fund	Xxxxxx Absolute Return 300 Fund
Xxxxxx Multi-Asset Absolute Return Fund	Xxxxxx Absolute Return 700 Fund
Xxxxxx Sustainable Future Fund	Xxxxxx Multi-Cap Value Fund
Xxxxxx VT Multi-Asset Absolute Return Fund	Xxxxxx VT Absolute Return 500 Fund
Xxxxxx VT Mortgage Securities Fund	Xxxxxx VT American Government Income Fund
Xxxxxx VT Small Cap Growth Fund	Xxxxxx VT Capital Opportunities Fund
Xxxxxx VT Multi-Cap Core Fund	Xxxxxx VT Investors Fund
Xxxxxx VT Sustainable Leaders Fund	Xxxxxx VT Multi-Cap Growth Fund
Xxxxxx VT Sustainable Future Fund	Xxxxxx VT Multi-Cap Value Fund

Xxxxxx Funds Amendment No. 3 Signature Page 

	Schedule 2
List of Companies, Funds and Fiscal Year End Dates
Company	Fund	Fiscal Year End Date
	Xxxxxx Dynamic Asset	September 30
	Allocation Balanced Fund
Xxxxxx Asset	Xxxxxx Dynamic Asset	September 30
Allocation Funds	Allocation Conservative
	Fund
	Xxxxxx Dynamic Asset	September 30
	Allocation Growth Fund
Xxxxxx California	Xxxxxx California Tax Exempt	September 30
Tax Exempt	Income Fund
Income Fund
Xxxxxx Convertible	Xxxxxx Convertible Securities	October 31
Securities Fund	Fund
Xxxxxx Diversified	Xxxxxx Diversified Income	September 30
Income Trust	Trust
Xxxxxx Equity	Xxxxxx Equity Income Fund	November 30
Income Fund
Xxxxxx Europe	Xxxxxx Europe Equity Fund	June 30
Equity Fund
	Xxxxxx Short Duration Bond	October 31
	Fund, f/k/a Xxxxxx Absolute
	Return 100 Fund
	Xxxxxx Fixed Income	October 31
	Absolute Return Fund, f/k/a
	Xxxxxx Absolute Return 300
	Fund
	Xxxxxx Multi-Asset Absolute	October 31
	Return Fund, f/k/a Xxxxxx
	Absolute Return 700 Fund
	Xxxxxx Dynamic Asset	May 31
	Allocation Equity Fund
Xxxxxx Funds Trust	Xxxxxx Capital Spectrum	April 30
	Fund
	Xxxxxx Dynamic Risk	May 31
	Allocation Fund
	Xxxxxx Emerging Markets	August 31
	Equity Fund
	Xxxxxx Emerging Markets	November 30
	Income Fund
	Xxxxxx Equity Spectrum Fund	April 30
	Xxxxxx Floating Rate Income	February 28
	Fund
	Xxxxxx Global Consumer	August 31
	Fund

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Company	Fund	Fiscal Year End Date
	Xxxxxx Global Financials	August 31
	Fund
	Xxxxxx Global Industrials	August 31
	Fund
	Xxxxxx Global Technology	August 31
	Fund
	Xxxxxx Global	August 31
	Telecommunications Fund
	Xxxxxx Intermediate-Term	November 30
	Municipal Income Fund
	Xxxxxx International Value	June 30
	Fund
	Xxxxxx Mortgage	May 31
	Opportunities Fund
	Xxxxxx Multi-Cap Core Fund	April 30
	Xxxxxx Short Duration Income	July 31
	Fund
	Xxxxxx Short-Term Municipal	November 30
	Income Fund
	Xxxxxx Small Cap Growth	June 30
	Fund
Xxxxxx Global	Xxxxxx Global Equity Fund	October 31
Equity Fund
Xxxxxx Global	Xxxxxx Global Health Care	August 31
Health Care Fund	Fund
Xxxxxx Global	Xxxxxx Global Income Trust	October 31
Income Trust
Xxxxxx Global	Xxxxxx Global Natural	August 31
Natural Resources	Resources Fund
Fund
Xxxxxx Global	Xxxxxx Global Utilities Fund	August 31
Utilities Fund
Xxxxxx High Yield	Xxxxxx High Yield Fund	November 30
Fund
Xxxxxx Income	Xxxxxx Income Fund	October 31
Fund
Xxxxxx International	Xxxxxx International Equity	June 30
Equity Fund	Fund
	Xxxxxx Government Money	September 00
	Xxxxxx Xxxx
	Xxxxxx Growth Opportunities	July 00
Xxxxxx Xxxxxxxxxx	Xxxx
Xxxxx	Xxxxxx International Capital	August 31
	Opportunities Fund
	Xxxxxx International Growth	September 30
	Fund

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Company	Fund	Fiscal Year End Date
	Xxxxxx Sustainable Future	April 30
	Fund, f/k/a Xxxxxx Multi-
	Cap Value Fund
	Xxxxxx PanAgora Managed	August 31
	Futures Strategy
	Xxxxxx PanAgora Market	August 31
	Neutral Fund
	Xxxxxx PanAgora Risk Parity	August 31
	Fund
	Xxxxxx Research Fund	July 31
	Xxxxxx Small Cap Value Fund	February 28
Xxxxxx	Xxxxxx Massachusetts Tax	May 31
Massachusetts Tax	Exempt Income Fund
Exempt Income
Fund
Xxxxxx Minnesota	Xxxxxx Minnesota Tax	May 31
Tax Exempt	Exempt Income Fund
Income Fund
Xxxxxx Money	Xxxxxx Money Market Fund	September 30
Market Fund
Xxxxxx Sustainable	Xxxxxx Sustainable Leaders	June 30
Leaders Fund,	Fund, f/k/a Xxxxxx Multi-
f/k/a Xxxxxx	Cap Growth Fund
Multi-Cap Growth
Fund
Xxxxxx New Jersey	Xxxxxx New Jersey Tax	May 31
Tax Exempt	Exempt Income Fund
Income Fund
Xxxxxx New York	Xxxxxx New York Tax	November 30
Tax Exempt	Exempt Income Fund
Income Fund
Xxxxxx Ohio Tax	Xxxxxx Ohio Tax Exempt	May 31
Exempt Income	Income Fund
Fund
Xxxxxx	Xxxxxx Pennsylvania Tax	May 31
Pennsylvania Tax	Exempt Income Fund
Exempt Income
Fund
Xxxxxx Tax Exempt	Xxxxxx Tax Exempt Income	September 30
Income Fund	Fund
	Xxxxxx AMT-Free Municipal	July 31
Xxxxxx Tax-Free	Fund
Income Trust	Xxxxxx Tax-Free High Yield	July 31
	Fund

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Company	Fund	Fiscal Year End Date
Xxxxxx Mortgage	Xxxxxx Mortgage Securities	September 30
Securities Fund,	Fund, f/k/a Xxxxxx U.S.
f/k/a Xxxxxx U.S.	Government Income Trust
Government
Income Trust
	Xxxxxx VT Multi-Asset	December 31
	Absolute Return Fund, f/k/a
	Xxxxxx VT Absolute Return
	500 Fund
	Xxxxxx VT Mortgage	December 31
	Securities Fund, f/k/a
	Xxxxxx VT American
	Government Income Fund
	Xxxxxx VT Small Cap Growth	December 31
	Fund, f/k/a Xxxxxx VT
	Capital Opportunities Fund
	Xxxxxx VT Diversified	December 31
	Income Fund
	Xxxxxx VT Equity Income	December 31
	Fund
	Xxxxxx VT Global Asset	December 31
	Allocation Fund
	Xxxxxx VT Global Equity	December 31
	Fund
	Xxxxxx VT Global Health	December 31
Xxxxxx Variable	Care Fund
Trust	Xxxxxx VT Global Utilities	December 31
	Fund
	Xxxxxx VT Growth	December 31
	Opportunities Fund
	Xxxxxx VT High Yield Fund	December 31
	Xxxxxx VT Income Fund	December 31
	Xxxxxx VT International	December 31
	Equity Fund
	Xxxxxx VT International	December 31
	Growth Fund
	Xxxxxx VT International	December 31
	Value Fund
	Xxxxxx VT Multi-Cap Core	December 31
	Fund, f/k/a Xxxxxx VT
	Investors Fund
	Xxxxxx VT Government	December 00
	Xxxxx Xxxxxx Xxxx
	Xxxxxx VT Sustainable	December 31
	Leaders Fund, f/k/a Xxxxxx
	VT Multi-Cap Growth Fund

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Company	Fund	Fiscal Year End Date
	Xxxxxx VT Sustainable Future	December 31
	Fund, f/k/a Xxxxxx VT
	Multi-Cap Value Fund
	Xxxxxx VT Research Fund	December 31
	Xxxxxx VT Small Cap Value	December 31
	Fund
	Xxxxxx VT Xxxxxx Xxxxxx	December 00
	Xxxxxxxx Xxxx
Xxxxxx Xxxxxx	Xxxxxx Xxxxxx Balanced Fund	July 31
Balanced Fund

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