GRAPHIC OMITTED: STATE STREET LOGO]
[GRAPHIC OMITTED: STATE STREET LOGO]
August 29, 2016
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: First 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. Xxxxxx Government Money Market Fund, a newly established portfolio series of Xxxxxx Investment Funds (the “New Fund”), is hereby added as a Fund for all purposes under the terms of the Loan Agreement and Note, and each of the Loan Agreement and Note is hereby deemed amended to reflect the foregoing. Xxxxxx Investment Funds, for and on behalf of Xxxxxx Government Money Market Fund, hereby agree to be bound by all of the terms and conditions of
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the Loan Documents as a Fund thereunder for all purposes as if it had been an original Fund party thereto.
2. The Borrowers have informed the Bank that Xxxxxx Tax Exempt Money Market Fund was liquidated on March 23, 2016. Xxxxxx Tax Exempt Money Market Fund is hereby terminated as a Borrower and a Fund for all purposes under the Loan Documents and all references in the Loan Agreement, the Note and the other Loan Documents to Xxxxxx Tax Exempt Money Market Fund are hereby deleted in their entirety.
3. The Borrowers have further informed the Bank that Xxxxxx VT Money Market Fund, a portfolio series of Xxxxxx Variable Trust, has changed its name to Xxxxxx VT Government Money Market Fund effective April 30, 2016. In furtherance of the foregoing, all references in the Loan Agreement, the Note and the other Loan Documents to Xxxxxx VT Money Market Fund are hereby deleted in their entirety and replaced with references to Xxxxxx VT Government Money Market Fund.
4. 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 1-3 above.
II. 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 (including the New 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
| State Street: Limited Access |
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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]
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Xxxxxx Uncommitted Line First Amendment Signature Page 1
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 AMERICAN GOVERNMENT INCOME FUND
XXXXXX ARIZONA TAX EXEMPT INCOME FUND
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 ADVANTAGE FUND
XXXXXX HIGH YIELD TRUST
XXXXXX INCOME FUND
XXXXXX INTERNATIONAL EQUITY FUND
XXXXXX INVESTMENT FUNDS, on behalf of
its fund series as listed in Appendix I attached hereto
XXXXXX INVESTORS FUND
XXXXXX MASSACHUSETTS TAX EXEMPT INCOME FUND
XXXXXX MICHIGAN TAX EXEMPT INCOME FUND
XXXXXX MINNESOTA TAX EXEMPT INCOME FUND
XXXXXX MONEY MARKET FUND
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Xxxxxx Uncommitted Line First Amendment Signature Page 2
XXXXXX MORTGAGE RECOVERY FUND
XXXXXX MULTI-CAP GROWTH 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
its fund series as listed in Appendix I attached hereto
XXXXXX US GOVERNMENT INCOME TRUST
XXXXXX VARIABLE TRUST, on behalf of
its fund series as listed in Appendix I attached hereto
XXXXXX VOYAGER FUND
XXXXXX XXXXXX BALANCED FUND
THE XXXXXX FUND FOR GROWTH AND INCOME
By: ___/s/ Xxxxxxxx Xxxxxxx_______________
Xxxxxxxx Xxxxxxx
Executive Vice President, of each of the foregoing
State Street: Limited Access
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Xxxxxx Uncommitted Line First Amendment Signature Page 3
Acknowledged:
STATE STREET BANK AND TRUST COMPANY,
as Custodian
By: ___/s/ Xxxxxx Xxxxxxxx______________
Name: Xxxxxx Xxxxxxxx
Title: Executive Vice President
State Street: Limited Access
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APPENDIX i
List of Borrowers and Funds
| XXXXXX AMERICAN GOVERNMENT INCOME FUND |
|
XXXXXX ARIZONA TAX EXEMPT INCOME FUND
|
|
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 Absolute Return 100 Fund |
| Xxxxxx Absolute Return 300 Fund |
| Xxxxxx Absolute Return 500 Fund |
| Xxxxxx Absolute Return 700 Fund |
|
Xxxxxx Asia Pacific Equity 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 Dividend Fund |
| Xxxxxx Global Energy 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 Low Volatility Equity Fund Xxxxxx Mortgage Opportunities Fund |
| Xxxxxx Multi-Cap Core Fund |
| Xxxxxx Retirement Income Fund Lifestyle 2 |
| Xxxxxx Retirement Income Fund Lifestyle 3 |
|
Xxxxxx Short Duration Income Fund Xxxxxx Short-Term Municipal Income Fund |
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|
Xxxxxx Small Cap Growth Fund Xxxxxx Strategic Volatility Equity 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 ADVANTAGE FUND |
| XXXXXX HIGH YIELD TRUST |
| XXXXXX INCOME FUND |
| XXXXXX INTERNATIONAL EQUITY FUND |
|
XXXXXX INVESTMENT FUNDS on behalf of: |
| Xxxxxx Capital Opportunities Fund |
| Xxxxxx Government Money Market Fund |
| Xxxxxx Growth Opportunities Fund |
| Xxxxxx International Capital Opportunities Fund |
| Xxxxxx International Growth Fund |
| Xxxxxx Multi-Cap Value Fund |
| Xxxxxx Research Fund |
|
Xxxxxx Small Cap Value Fund
|
| XXXXXX INVESTORS FUND |
| XXXXXX MASSACHUSETTS TAX EXEMPT INCOME FUND |
| XXXXXX MICHIGAN TAX EXEMPT INCOME FUND |
| XXXXXX MINNESOTA TAX EXEMPT INCOME FUND |
| XXXXXX MONEY MARKET FUND |
|
XXXXXX MORTGAGE RECOVERY FUND XXXXXX MULTI-CAP GROWTH 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 US GOVERNMENT INCOME TRUST |
|
XXXXXX VARIABLE TRUST on behalf of: |
| Xxxxxx VT Absolute Return 500 Fund |
| Xxxxxx VT American Government Income Fund |
| Xxxxxx VT Capital Opportunities Fund |
| Xxxxxx VT Diversified Income Fund |
State Street: Limited Access
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| 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 VT Money Market Fund) |
| Xxxxxx VT Growth and Income 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 Investors Fund |
| Xxxxxx VT Multi-Cap Growth Fund |
| Xxxxxx VT Multi-Cap Value Fund |
| Xxxxxx VT Research Fund |
| Xxxxxx VT Small Cap Value Fund |
| Xxxxxx VT Xxxxxx Xxxxxx Balanced Fund |
|
Xxxxxx VT Voyager Fund
|
| XXXXXX VOYAGER FUND |
| XXXXXX XXXXXX BALANCED FUND |
| THE XXXXXX FUND FOR GROWTH AND INCOME |
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