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SECOND AMENDMENT, DATED AS OF MARCH 12, 2004, TO
AMENDMENT AND RESTATEMENT OF MARCH 15, 2002
WITH RESPECT TO
CREDIT AGREEMENT DATED AS OF FEBRUARY 20, 1998
(as heretofore amended and restated)
AMONG
THE FUNDS AND PORTFOLIOS PARTIES HERETO,
THE BANKS PARTY HERETO AS LENDERS,
CITIBANK, N.A.,
AS SYNDICATION AGENT,
STATE STREET BANK AND TRUST COMPANY,
AS OPERATIONS AGENT,
AND
FLEET NATIONAL BANK,
AS ADMINISTRATIVE AGENT AND DOCUMENTATION AGENT
FLEET SECURITIES INC.,
AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER
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SECOND AMENDMENT TO
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
(this "AMENDMENT") is dated as of March 12, 2004 and entered into by and among
each of the funds (each, a "FUND") a party hereto or that may become a party
hereto pursuant to the terms hereof, the various banks as are or may become a
party hereto pursuant to the terms hereof (individually, a "BANK" and,
collectively, the "BANKS"), FLEET NATIONAL BANK ("FLEET"), a national banking
association, as administrative agent (in such capacity, the "ADMINISTRATIVE
AGENT") and documentation agent (in such capacity, the "DOCUMENTATION AGENT")
for the Banks, CITIBANK, N.A., a national banking association, as Syndication
Agent (the "SYNDICATION AGENT"), and STATE STREET BANK AND TRUST COMPANY ("STATE
STREET"), a Massachusetts trust company, as operations agent (in such capacity,
the "OPERATIONS AGENT") for the Banks.
RECITALS:
WHEREAS, the Funds (either on their own behalf or on behalf of certain
specified Portfolios) identified on Annex I hereto listed under the heading
Current Borrower Parties (the "CURRENT BORROWER PARTIES"), certain of the Banks,
the Administrative Agent and Documentation Agent and the Operations Agent have
previously entered into a certain Credit Agreement, dated as of February 20,
1998, as amended and restated as of March 15, 2002 and further amended pursuant
to a First Amendment, dated as of March 14, 2003, to Amendment and Restatement
of March 15, 2002 (as in effect immediately prior to the Amendment Effective
Date (as hereinafter defined), the "EXISTING AGREEMENT" and, as amended or
otherwise modified hereby, the "AGREEMENT");
WHEREAS, the parties hereto desire to amend the Existing Agreement to agree
that Xxxx Xxxxx Europe Fund, formerly a portfolio of Xxxx Xxxxx Global Trust,
Inc., has been dissolved and is no longer a party to the Agreement, to extend
the Termination Date, to acknowledge that The Bank of Nova Scotia will not
continue as a Bank hereunder, to add Citibank, N.A. as Syndication Agent and a
Bank hereunder, to add Xxxxx Fargo Bank, National Association as a Bank
hereunder, to add Xxxx Xxxxx Core Bond Fund, a portfolio of Xxxx Xxxxx Income
Trust, Inc., as a borrower party to the Agreement, to acknowledge that the name
of Xxxx Xxxxx Focus Trust, Inc. will be changed to Xxxx Xxxxx Growth Trust, Inc.
and to effect other changes to the Existing Agreement as hereinafter provided;
and
WHEREAS, in order to facilitate the aforesaid amendments, the parties
hereto desire to enter into this Amendment.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein contained, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. Terms used herein, unless otherwise defined herein
or the context otherwise requires, shall have the meanings assigned to such
terms in the Agreement.
SECTION 2. AGREEMENT AMENDMENTS. The Existing Credit Agreement is hereby
amended on and from the Amendment Effective Date as follows:
2.1 The definition of the term "Commitment Amount" found in Section
1.1 of the Existing Credit Agreement is deleted in its entirety and replaced
with the following:
"COMMITMENT AMOUNT" means, on any date, $400,000,000, as such amount
may be reduced from time to time pursuant to SECTION 4.3.
2.2 The definition of the term "Termination Date" found in Section 1.1
of the Existing Credit Agreement is deleted in its entirety and replaced with
the following:
"TERMINATION DATE" means March 10, 2005, or such earlier date as may
be fixed by the Funds and Portfolios on at least 15 Banking Days' prior
written or telephonic notice received by the Administrative Agent. The
Funds and Portfolios shall promptly confirm any such telephonic notice in
writing. Upon the request of the Funds and Portfolios, and in the Banks'
sole discretion, the Termination Date may be extended for successive
364-day periods as provided in SECTION 2.7.
2.3 The following sentence shall be added at the end of Section 3.2 of
the Existing Credit Agreement:
The Funds and Portfolios shall collectively pay to the Banks interest
on any portion of the commitment fee that is not paid within 10 days of the
due date thereof accruing from and including such due date to, but not
including, the date of payment thereof in full at the rate per annum which
is equal to 2% in excess of the Reference Rate in effect from time to time;
PROVIDED that such payment be allocated only among the Funds and Portfolios
that have not paid the portion of the commitment fee allocated to such Fund
or Portfolio within 10 days of the due date thereof.
2.4 Schedule I of the Existing Credit Agreement is deleted in its
entirety and replaced with Schedule I appended hereto.
2.5 Schedule II of the Existing Credit Agreement is deleted in its
entirety and replaced with Schedule II appended hereto.
2.6 Exhibit D of the Existing Credit Agreement is deleted in its
entirety and replaced with Exhibit D appended hereto.
2.7 Exhibit G of the Existing Credit Agreement is deleted in its
entirety and replaced with Exhibit G appended hereto.
SECTION 3. FUND AND PORTFOLIO CHANGES. The Funds and Portfolios
parties to the Agreement are changed and/or amended as follows:
3.1 The parties hereto hereby acknowledge that the name of Xxxx Xxxxx
Focus Trust, Inc. will be changed to Xxxx Xxxxx Growth Trust, Inc. on or about
May 1, 2004.
3.2 The parties hereto hereby acknowledge that Xxxx Xxxxx Europe Fund,
formerly a portfolio of Xxxx Xxxxx Global Trust, Inc., has been dissolved and is
no longer a party to the Agreement.
2
3.3 The parties hereto hereby acknowledge that Xxxx Xxxxx Core Bond
Fund, a portfolio of Xxxx Xxxxx Income Trust, Inc., has commenced operations and
agree that it is hereby added as a borrower party to the Agreement.
SECTION 4. NEW BANKS. The parties hereto hereby agree that Citibank, N.A.
and Xxxxx Fargo Bank, National Association are hereby added as Banks parties to
the Agreement.
SECTION 5. NEW NOTES.
5.1 Each of the entities listed on the second page of Annex I hereto
under the heading Borrower Parties (the "BORROWER PARTIES") shall deliver its
Notes to the Administrative Agent and Documentation Agent for the account of
each Bank on or before the Amendment Effective Date (such Notes being referred
to collectively herein as the "NEW NOTES").
5.2 Upon receipt by the Administrative Agent and Documentation Agent
of the New Notes, the corresponding Notes of the Current Borrower Parties
previously delivered to such Banks shall cease to be of further force and
effect.
SECTION 6. CONDITIONS TO EFFECTIVENESS.
6.1 The amendments and modifications effected by this Amendment shall
become effective on the date (the "AMENDMENT EFFECTIVE DATE") on which the
conditions precedent specified in this SECTION 6.1 shall have been satisfied or
waived by the Administrative Agent and Documentation Agent and all the Banks
that are signatories to this document. The occurrence of the Amendment Effective
Date shall be subject to (i) the receipt by the Administrative Agent and
Documentation Agent of duly executed counterparts of this Amendment signed by
all the parties hereto (or evidence satisfactory to the Administrative Agent and
Documentation Agent that all the parties hereto have executed counterparts of
this Amendment and dispatched them to the Administrative Agent and Documentation
Agent); (ii) receipt by the Operations Agent for the accounts of the Banks of
the aggregate upfront fees provided for in SECTION 8.1 hereof and any other fees
or other amounts that shall then be due and payable by the Funds and Portfolios
under the Agreement; and (iii) the delivery by the Funds (and Portfolios) to the
Administrative Agent and Documentation Agent of all of the following, each duly
executed:
6.1.1 NOTES. Notes in favor of the Banks from each Borrower Party
in the amount of each such Bank's Commitment.
6.1.2 OFFICER'S CERTIFICATE. A certificate of the secretary or an
assistant secretary of such Fund or Portfolio setting forth (i) the
resolutions of such Fund's or Portfolio's trustees or directors authorizing
or ratifying the execution and delivery of this Amendment and such Fund's
Notes or, in the case of a Fund comprised of one or more Portfolios, the
Notes of each such Portfolio, and authorizing the Borrowings hereunder,
(ii) all documents evidencing other necessary trust or corporate action, as
the case may be, (iii) all approvals or consents, if any, with respect to
this Amendment and the aforesaid Note(s), (iv) any amendment to the Trust
Agreement or other organizational document for such Fund made since March
12, 2003 and (v) a good standing certificate with respect to such Fund
issued by the Secretary of State or other relevant authority of the
3
jurisdiction of such Fund's organization within 7 days prior to the
Amendment Effective Date.
6.1.3 INCUMBENCY CERTIFICATE. A certificate of the secretary or
an assistant secretary of such Fund certifying the names of the Fund's
officers and/or other persons authorized to sign this Agreement, the Notes
of such Fund or, as appropriate, such Fund's Portfolio(s), and all other
documents or certificates to be delivered hereunder, together with the true
signatures of such officers.
6.1.4 OPINIONS. An opinion of counsel to such Fund or Portfolio,
addressed to the Agents and the Banks, substantially in the form of EXHIBIT
I-1 and an opinion of counsel to the Administrative Agent and Documentation
Agent addressed to the Agents and the Banks, substantially in the form of
EXHIBIT I-2.
6.1.5 FORM U-1. Its Form U-1 duly completed and executed as
contemplated by Regulation U of the Federal Reserve Board.
6.1.6 NET ASSET VALUE CERTIFICATE. A certificate of the net asset
value of Xxxx Xxxxx Core Bond Fund and the other Borrower Parties executed
by a duly authorized representative thereof.
6.1.7 CONSENT OF INVESTMENT ADVISER. A letter from Xxxx Xxxxx
Core Bond Fund's Adviser addressed to the Banks in care of the
Administrative Agent and Documentation Agent, substantially in the form of
EXHIBIT H to the Agreement.
6.2 CONSEQUENCES OF EFFECTIVENESS. On the Amendment Effective Date the
Existing Agreement shall be automatically amended to read as set forth herein.
On and after the Amendment Effective Date the rights and obligations of the
parties hereto shall be governed by the Agreement as amended by this Amendment;
PROVIDED that rights and obligations of the parties hereto with respect to the
period prior to the Amendment Effective Date shall continue to be governed by
the provisions of the Existing Agreement. On the Amendment Effective Date, the
Pro Rata Shares of each of the Banks shall immediately become the percentages
set forth opposite the name of such Bank on SCHEDULE I hereto. With effect from
and including the Amendment Effective Date, each entity listed on the signature
pages hereof that is not a party to the Existing Agreement shall become a party
to the Agreement. As of March 12, 2004, The Bank of Nova Scotia shall cease to
be a Bank under the Agreement.
SECTION 7. WARRANTIES. To induce the Banks and the Agents to enter into
this Amendment, each Fund hereby represents and warrants with respect to itself
and, as may be relevant with respect to a Fund comprised of Portfolios, each of
its respective Portfolios that:
7.1 The execution and delivery by the Fund of this Amendment and the
New Notes as to which it is the maker, and the performance by the Fund of the
Agreement and the New Notes as to which it is the maker, have been duly
authorized by all necessary action on the part of the Fund, and do not and will
not (i) conflict with any provision of law, (ii) conflict with its constituent
documents or, as applicable, its Trust Agreement, (iii) conflict with any
agreement binding upon it, (iv) conflict with either its most recent prospectus
or its most recent statement of additional information, (v) conflict with any
4
court or administrative order or decree applicable to it or (vi) require, or
result in, the creation or imposition of any Lien on any of its assets.
7.2 Assuming this Amendment constitutes the binding obligation of each
other necessary party hereto, this Amendment, the Agreement as amended by this
Amendment, and the New Notes as to which the Fund is the maker constitute the
legal, valid and binding obligation of the Fund or, the case of a Fund
consisting of Portfolios, the applicable Portfolio of such Fund, enforceable
against the Fund or, in the case of a Fund consisting of Portfolios, the
applicable Portfolio of such Fund, in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
receivership, fraudulent conveyance, fraudulent transfer, moratorium or other
similar laws of general application affecting the enforcement of creditors'
rights or by general principles of equity limiting the availability of equitable
remedies.
7.3 Each representation and warranty of the Fund set forth in Section
6 of the Agreement is true and correct as of the Amendment Effective Date as
though made on and as of such date.
7.4 As of the Amendment Effective Date, and as of the date of the
execution and delivery by the Fund of this Amendment, as to the Fund or, in the
case of a Fund consisting of Portfolios, each Portfolio of such Fund, no Event
of Default or Unmatured Event of Default has occurred and is continuing.
7.5 No material adverse change in its business, condition (financial
or otherwise) or results of its operations or prospects has occurred since March
31, 2003.
SECTION 8. COSTS, EXPENSES AND TAXES.
8.1 The Funds and Portfolios shall collectively pay to the Operations
Agent for the accounts of the Banks an upfront fee equal to 0.01% times the
amount of the Commitment of each Bank. Such upfront fee shall be due and payable
in full on the Amendment Effective Date.
8.2 The Funds agree to pay or reimburse each Agent, within 30 Banking
Days after demand, all reasonable costs and expenses, including reasonable fees
of attorneys for such Agent (including the nonduplicative allocated costs of
internal counsel) and other legal expenses and costs, incurred by such Agent in
connection with the development, preparation, delivery, administration and
execution of this Amendment and any other documents prepared in connection
herewith, and the consummation of the transactions contemplated hereby. Each
Fund or, in the case of a Fund consisting of Portfolios, each Portfolio shall
only be liable for its pro rata portion of the above costs and expenses (and of
the upfront fee described in SECTION 8.1) determined on the basis of the
proportion of the respective net asset value of such Fund or Portfolio, as the
case may be, on any date of determination to the aggregate of the net asset
values of all the Funds (or, with respect to a Fund consisting of Portfolios,
all of the Portfolios of such Fund) as of such date.
SECTION 9. AGREEMENT TO REMAIN IN FULL FORCE AND EFFECT. The Agreement as
amended hereby shall remain in full force and effect and is hereby ratified,
5
adopted and confirmed in all respects. All references to the Agreement in any
other agreement or document shall hereafter be deemed to refer to the Agreement
as amended hereby. In addition, each reference in the Agreement to the terms
"this Agreement," "hereunder," "hereof" or terms or words of similar import
shall hereafter mean the Agreement as amended hereby.
SECTION 10. COUNTERPARTS. This Amendment may be executed in several
counterparts, and each such counterpart shall be deemed to be an original and
shall constitute together with all other counterparts but one and the same
Amendment.
SECTION 11. GOVERNING LAW. This Amendment shall be deemed to be a contract
made under the laws of the State of New York and for all purposes shall be
construed in accordance with the laws of said State, without regard to
principles of conflicts of law. All obligations of the Funds and the Portfolios
and rights of the Agents and the Banks shall be in addition to and not in
limitation of those provided by applicable law.
SECTION 12. DISCLAIMER. None of the shareholders, trustees, directors,
officers, employees and other agents of any Fund or Portfolio shall personally
be bound by or liable for any indebtedness, liability or obligation hereunder or
under any Note nor shall resort be had to their private property for the
satisfaction of any obligation or claim hereunder or thereunder.
SECTION 13. REPRESENTATION BY THE BANKS. Each Bank represents and warrants
to each Borrower Party that such Bank is a depository institution (as defined in
Section 3 of the Federal Deposit Insurance Act), a branch or agency of a foreign
bank (as such terms are defined in section 1(b) of the International Banking Act
of 1978) or otherwise qualifies as a "bank" within the meaning of Section
2(a)(5) of the Act.
SECTION 14. OTHER. The parties hereto acknowledge that the Syndication
Agent has been designated as such for purposes of convenience only, and that the
Syndication Agent shall not have any duties or responsibilities, except those
that may be expressly set forth in one or more separate written agreements, or
any fiduciary relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Syndication Agent.
6
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first written above.
XXXX XXXXX INCOME TRUST, INC., ON
BEHALF OF XXXX XXXXX U.S.
GOVERNMENT INTERMEDIATE-TERM PORTFOLIO
By: /s/ Xxxxxxx Xxxxxxxxxx
-----------------------
Title: Assistant Secretary
XXXX XXXXX INCOME TRUST, INC., ON
BEHALF OF XXXX XXXXX INVESTMENT
GRADE INCOME PORTFOLIO
By: /s/ Xxxxxxx Xxxxxxxxxx
-----------------------
Title: Assistant Secretary
XXXX XXXXX INCOME TRUST, INC., ON
BEHALF OF XXXX XXXXX HIGH YIELD
PORTFOLIO
By: /s/ Xxxxxxx Xxxxxxxxxx
------------------------
Title: Assistant Secretary
XXXX XXXXX INCOME TRUST, INC., ON
BEHALF OF XXXX XXXXX CORE BOND FUND
By: /s/ Xxxxxxx Xxxxxxxxxx
----------------------
Title: Assistant Secretary
XXXX XXXXX TAX-FREE INCOME FUND,
ON BEHALF OF XXXX XXXXX MARYLAND
TAX-FREE INCOME TRUST
By: /s/ Xxxxxxx Xxxxxxxxxx
-----------------------
Title: Assistant Secretary
S-1
XXXX XXXXX TAX-FREE INCOME FUND,
ON BEHALF OF XXXX XXXXX PENNSYLVANIA
TAX-FREE INCOME TRUST
By: /s/ Xxxxxxx Xxxxxxxxxx
------------------------
Title: Assistant Secretary
XXXX XXXXX TAX-FREE INCOME FUND,
ON BEHALF OF XXXX XXXXX TAX-FREE
INTERMEDIATE-TERM INCOME TRUST
By: /s/ Xxxxxxx Xxxxxxxxxx
-----------------------
Title: Assistant Secretary
XXXX XXXXX VALUE TRUST, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
-----------------------
Title: Assistant Secretary
XXXX XXXXX SPECIAL INVESTMENT TRUST, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
-----------------------
Title: Assistant Secretary
XXXX XXXXX FOCUS TRUST, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
-----------------------
Assistant Secretary
XXXX XXXXX GLOBAL TRUST, INC., ON
BEHALF OF XXXX XXXXX GLOBAL
INCOME TRUST
By: /s/ Xxxxxxx Xxxxxxxxxx
-----------------------
Title: Assistant Secretary
S-2
XXXX XXXXX GLOBAL TRUST, INC., ON
BEHALF OF XXXX XXXXX INTERNATIONAL
EQUITY TRUST
By: /s/ Xxxxxxx Xxxxxxxxxx
----------------------
Title: Assistant Secretary
XXXX XXXXX GLOBAL TRUST, INC., ON
BEHALF OF XXXX XXXXX EMERGING MARKETS
TRUST
By: /s/ Xxxxxxx Xxxxxxxxxx
----------------------
Title: Assistant Secretary
XXXX XXXXX INVESTORS TRUST, INC.,
ON BEHALF OF XXXX XXXXX AMERICAN
LEADING COMPANIES TRUST
By: /s/ Xxxxxxx Xxxxxxxxxx
----------------------
Title: Assistant Secretary
XXXX XXXXX INVESTORS TRUST, INC.,
ON BEHALF OF XXXX XXXXX BALANCED
TRUST
By: /s/ Xxxxxxx Xxxxxxxxxx
----------------------
Title: Assistant Secretary
XXXX XXXXX INVESTORS TRUST, INC., ON
BEHALF OF XXXX XXXXX U.S.
SMALL-CAPITALIZATION VALUE TRUST
By: /s/ Xxxxxxx Xxxxxxxxxx
----------------------
Title: Assistant Secretary
S-3
XXXX XXXXX INVESTORS TRUST, INC., ON
BEHALF OF XXXX XXXXX FINANCIAL
SERVICES FUND
By: /s/ Xxxxxxx Xxxxxxxxxx
----------------------
Title: Assistant Secretary
XXXX XXXXX LIGHT STREET TRUST, INC., ON
BEHALF OF XXXX XXXXX CLASSIC VALUATION
FUND
By: /s/ Xxxxxxx Xxxxxxxxxx
------------------------
Title: Assistant Secretary
XXXX XXXXX INVESTMENT TRUST, INC., ON
BEHALF OF XXXX XXXXX OPPORTUNITY TRUST
By: /s/ Xxxxxxx Xxxxxxxxxx
----------------------
Title: Assistant Secretary
XXXX XXXXX XXXXXXX STREET TRUST, INC., ON
BEHALF OF BATTERYMARCH U.S. SMALL
CAPITALIZATION EQUITY PORTFOLIO
By: /s/ Xxxxxxx Xxxxxxxxxx
-----------------------
Title: Assistant Secretary
S-4
FLEET NATIONAL BANK, as Administrative
Agent and Documentation Agent and a Bank
By: /s/ Xxxxxx Xxxxxxx
-------------------
Title: Vice President
S-5
STATE STREET BANK AND TRUST COMPANY, as
Operations Agent and a Bank
By: /s/ Xxxx X. Xxxxx
------------------
Title: Vice President
S-6
CITIBANK, N.A., as Syndication Agent and
a Bank
By: /s/ Xxxxxxx Xxxxxxxx
--------------------
Title: Director
S-7
NATIONAL BANK OF AUSTRALIA LIMITED,
A.C.N. 004044937
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Title: Senior Vice President
S-8
DANSKE BANK A/S
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Title: Vice President
By: /s/ Xxxx X. X'Xxxxx
------------------------------
Title: Assistant General Manager
S-9
THE BANK OF NEW YORK
By: /s/ Xxxx X. Xxxxxxx
-------------------
Title: Vice President
S-10
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx X. Coupe
----------------------
Title: Managing Director
S-11
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Xxxx Xxxxxxxx
-----------------
Title: Senior Vice President
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Title: Vice President
S-12
ANNEX I
CURRENT BORROWER PARTIES
Xxxx Xxxxx Income Trust, Inc., on behalf of
Xxxx Xxxxx U.S. Government Intermediate-Term Portfolio
Xxxx Xxxxx Investment Grade Income Portfolio
Xxxx Xxxxx High Yield Portfolio
Xxxx Xxxxx Tax-Free Income Fund, on behalf of
Xxxx Xxxxx Maryland Tax-Free Income Trust
Xxxx Xxxxx Pennsylvania Tax-Free Income Trust
Xxxx Xxxxx Tax-Free Intermediate-Term Income Trust
Xxxx Xxxxx Value Trust, Inc.
Xxxx Xxxxx Special Investment Trust, Inc.
Xxxx Xxxxx Focus Trust, Inc.
Xxxx Xxxxx Global Trust, Inc., on behalf of
Xxxx Xxxxx Global Income Trust
Xxxx Xxxxx International Equity Trust
Xxxx Xxxxx Emerging Markets Trust
Xxxx Xxxxx Investors Trust, Inc., on behalf of
Xxxx Xxxxx American Leading Companies Trust
Xxxx Xxxxx Balanced Trust
Xxxx Xxxxx U.S. Small-Capitalization Value Trust
Xxxx Xxxxx Financial Services Fund
Xxxx Xxxxx Light Street Trust, Inc., on behalf of
Xxxx Xxxxx Classic Valuation Fund
Xxxx Xxxxx Investment Trust, Inc., on behalf of
Xxxx Xxxxx Opportunity Trust
Xxxx Xxxxx Xxxxxxx Street Trust, Inc., on behalf of
Batterymarch U.S. Small Capitalization Equity Portfolio
Annex I - 1
BORROWER PARTIES
Xxxx Xxxxx Income Trust, Inc., on behalf of
Xxxx Xxxxx U.S. Government Intermediate-Term Portfolio
Xxxx Xxxxx Investment Grade Income Portfolio
Xxxx Xxxxx High Yield Portfolio
Xxxx Xxxxx Core Bond Fund
Xxxx Xxxxx Tax-Free Income Fund, on behalf of
Xxxx Xxxxx Maryland Tax-Free Income Trust
Xxxx Xxxxx Pennsylvania Tax-Free Income Trust
Xxxx Xxxxx Tax-Free Intermediate-Term Income Trust
Xxxx Xxxxx Value Trust, Inc.
Xxxx Xxxxx Special Investment Trust, Inc.
Xxxx Xxxxx Focus Trust, Inc.
Xxxx Xxxxx Global Trust, Inc., on behalf of
Xxxx Xxxxx Global Income Trust
Xxxx Xxxxx International Equity Trust
Xxxx Xxxxx Emerging Markets Trust
Xxxx Xxxxx Investors Trust, Inc., on behalf of
Xxxx Xxxxx American Leading Companies Trust
Xxxx Xxxxx Balanced Trust
Xxxx Xxxxx U.S. Small-Capitalization Value Trust
Xxxx Xxxxx Financial Services Fund
Xxxx Xxxxx Light Street Trust, Inc., on behalf of
Xxxx Xxxxx Classic Valuation Fund
Xxxx Xxxxx Investment Trust, Inc., on behalf of
Xxxx Xxxxx Opportunity Trust
Xxxx Xxxxx Xxxxxxx Street Trust, Inc., on behalf of
Batterymarch U.S. Small Capitalization Equity Portfolio
Annex I - 2
SCHEDULE I
----------
COMMITMENTS
-----------
AND PRO RATA SHARES
-------------------
Pro Rata
Bank Commitment Share
---- ---------- -----
Fleet National Bank $73,000,000 18.250%
State Street Bank and Trust Company $67,500,000 16.875%
Citibank, N.A. $67,500,000 16.875%
National Australia Bank Limited, A.C.N. $55,000,000 13.750%
004044937
Danske Bank A/S $47,000,000 11.750%
Xxxxx Fargo Bank, National Association $35,000,000 8.750%
Bank of America, N.A. $30,000,000 7.500%
The Bank of New York $25,000,000 6.250%
----------- ------
TOTAL $400,000,000 100.000%
Schedule I
SCHEDULE II
-----------
OFFSHORE AND DOMESTIC LENDING OFFICES,
--------------------------------------
ADDRESSES FOR NOTICES
---------------------
FUNDS AND PORTFOLIOS:
--------------------
XXXX XXXXX XXXX XXXXXX, INC.
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx, Funds Accounting
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Schedule II-1
FLEET NATIONAL BANK, as Administrative Agent and Documentation Agent
-------------------
CREDIT CONTACTS (OTHER THAN LOAN REQUESTS AND NOTICES OF
CONVERSION/CONTINUATION):
Fleet National Bank
000 Xxxxxxx Xxxxxx - XX XX 00000X
Xxxxxx, XX 00000
Primary Contact:
Attention: Xxxxxx Xxxxxxx, Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: marcio_w_ xxxxxxx@xxxxx.xxx
Back-up Contact:
Attention: Xxxxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: Xxxxxxxx_X_Xxxxxxx@Xxxxx.xxx
DOMESTIC LENDING OFFICE:
Fleet National Bank
Financial Institutions
000 Xxxxxxx Xxxxxx - XX XX 00000X
Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx, Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: marcio_w_ xxxxxxx@xxxxx.xxx
OFFSHORE LENDING OFFICE:
Fleet National Bank
Financial Institutions
000 Xxxxxxx Xxxxxx - XX XX 00000X
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Schedule II-2
CONTACT (ADMINISTRATIVE AND OPERATIONAL MATTERS):
Xxxxxxx Xxxxxx
Fleet National Bank
000 Xxxxxxx Xxxxxx - XX XX 00000X
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
TAX WITHHOLDING:
Tax ID Number: 00-0000000
PAYMENT INSTRUCTIONS:
Fleet National Bank
Boston, Massachusetts
ABA No.: 011 000 138
Name of Account: Commercial Loan Services
Account No.: G/L 151035166156
Ref.: Xxxx Xxxxx Funds
Schedule II-3
STATE STREET BANK AND TRUST COMPANY, as Operations Agent
------------------------------------
ADMINISTRATIVE CONTACTS - BORROWINGS, PAYDOWNS, INTEREST, FEES, ETC.:
Primary Contact: Xxxx Xxxxxx Back-up Contact: Xxxxx Xxxx
Street Address: 000 Xxxxxxxx Xxxxxx MAO-11 Street Address: 000 Xxxxxxxx Xxxxxx MAO-11
Loan Dept./Customer Service Loan Dept./Customer Service
City, State, Zip: Xxxxxx, XX 00000 City, State, Zip: Xxxxxx, XX 00000
Mailing Address: X.X. Xxx 000, 0xx Xxxxx Mailing Address:P.O. Xxx 000, 0xx Xxxxx
Xxxx, Xxxxx, Xxx: Xxxxxx, XX 00000 City, State, Zip: Xxxxxx, XX 00000
Phone Number: (000) 000-0000 Phone Number: (000)000-0000
Fax Number: (000) 000-0000 Fax Number: (000)000-0000
Email address: Xxxxxxxx@xxxxxxxxxxx.xxx Email address: XXxxxx@xxxxxxxxxxx.xxx
STATE STREET BANK AND TRUST COMPANY, as a Bank
------------------------------------
DOMESTIC AND OFFSHORE LENDING OFFICE:
State Street Bank and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Mailing address:
State Street Bank and Trust Company
X.X. Xxx 000, 0xx xxxxx
Xxxxxx, XX 00000
Credit Contacts:
Credit Contacts - Financial Statements, Waivers, Legal Documentation:
Primary Contact: Xxxx X. Xxxxx, V.P. Back-up Contact: Xxxxx X. Xxxxxxxxx, V.P.
Street Address: Lafayette Corporate Center Street Address: Lafayette Corporate Center
0 Xxxxxx xx Xxxxxxxxx 0 Xxxxxx xx Xxxxxxxxx
Xxxx, Xxxxx, Zip: Xxxxxx, XX 00000 City, State, Zip: Xxxxxx, XX 00000
Mailing Address: X.X. Xxx 000, 0xx Xxxxx Mailing Address:P.O. Xxx 000, 0xx Xxxxx
Xxxx, Xxxxx, Xxx: Xxxxxx, XX 00000 City, State, Zip: Xxxxxx, XX 00000
Phone Number: (000) 000-0000 Phone Number: (000)000-0000
Fax Number: (000) 000-0000 Fax Number: (000)000-0000
Email address: xxxxxxx@xxxxxxxxxxx.xxx Email address: xxxxxxxxxxx@xxxxxxxxxxx.xxx
Schedule II-4
COMPLIANCE/DOCUMENTATION MATTERS:
Manager: Xxxxxxx Xxxx/Tele#(000)000-0000/Fax #(000) 000-0000
Compliance/Documentation Matters:
Primary Contact: Xxxxx Xxxxx Back-up Contact: Xxxxxxx Xxxxx, Asst. Secretary
Street Address: Lafayette Corporate Center Street Address: Lafayette Corporate Center
2 Avenue de Lafayette, 2N 0 Xxxxxx xx Xxxxxxxxx, 0X
Xxxx, Xxxxx, Xxx: Xxxxxx, XX 00000 City, State, Zip: Xxxxxx, XX 00000
Phone Number: (000) 000-0000 Phone Number: (000)000-0000
Fax Number: (000) 000-0000 Fax Number: (000)000-0000
Email address: xxxxxxx@xxxxxxxxxxx.xxx Email address: xxxxxxx@xxxxxxxxxxx.xxx
mailto:xxxxxxxxxxx@xxxxxxxxxxx.xxx
TAX WITHHOLDING:
Tax ID Number: 00-0000000
PAYMENT INSTRUCTIONS:
State Street Bank and Trust Company, Boston, MA
ABA No.: 011-000028
Account No.: 0000-000-0
Ref.: Xxxx Xxxxx Family of Funds, Attn.: Xxxxxxxx Xxxxx
Schedule II-5
CITIBANK, N.A.
--------------
DOMESTIC AND OFFSHORE LENDING OFFICE:
Citibank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
CREDIT CONTACTS (OTHER THAN LOAN REQUESTS AND NOTICES OF
CONVERSION/CONTINUATION):
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Primary Contact:
Attention: Xxxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile:
E-Mail: xxxxxxx.xxxxxxxx@xxxxxxxxx.xxx
Back-up Contact:
Attention:
Telephone:
Facsimile:
ADMINISTRATIVE CONTACTS AND NOTIFICATIONS:
Attention: Xxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-Mail: Xxxxxxx.x.xxxxxxx@xxxxxxxxx.xxx
Back-up Contact:
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-Mail: Xxxxx.xxxxx@xxxxxxxxx.xxx
Schedule II-6
TAX WITHHOLDING:
Tax ID Number: 00-0000000
PAYMENT INSTRUCTIONS:
Citibank, N.A.
ABA No.: 000000000
Account Name: 4058-1356
Reference: Xxxx Xxxxx Family of Funds Credit Facility
Attention: Xxxxxxx Xxxxxxx
Schedule II-7
BANK OF AMERICA, N.A., as a Bank
----------------------
DOMESTIC AND OFFSHORE LENDING OFFICE:
Bank of America, N.A.
000 X. Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
CREDIT CONTACTS (OTHER THAN LOAN REQUESTS AND NOTICES OF
CONVERSION/CONTINUATION):
Bank of America, N.A.
000 Xxxxxxx Xxx.
Mail Code: NY1-503-05-07
Xxx Xxxx, XX 00000
Primary Contact:
Attention: Xxxxxxx Coupe
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-Mail: Xxxxxxx.xxxxx@xxxxxxxxxxxxx.xxx
Back-up Contact:
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-Mail: xxxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx
ADMINISTRATIVE CONTACT:
Bank of America, N.A.
000 X. Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
NCI-001-15-04
Primary contact:
Attention: Xxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Schedule II-8
Bank-up contact:
Attention: Xxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
TAX WITHHOLDING:
Tax ID Number: 00-0000000
PAYMENT INSTRUCTIONS:
Bank of America, N.A.
ABA No.: 000000000
Account Name: Credit Services
Account No.: 1366212250600
Ref.: Xxxx Xxxxx Family of Funds Credit Facility
Attention: X. Xxxxxxxx/X. Xxxx
DANSKE BANK A/S
---------------
DOMESTIC AND OFFSHORE LENDING OFFICE:
Danske Bank A/S, New York Branch
c/o Danske Bank
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
CONTACT (BUSINESS AND CREDIT MATTERS):
Xx. Xxxxxx Xxxxxxxxxx, Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
CONTACT (ADMINISTRATIVE AND OPERATIONAL MATTERS):
Xx. Xxx Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
TAX WITHHOLDING:
Tax ID Number: 00-0000000
PAYMENT INSTRUCTIONS:
Method: via Fed Wire
Danske Bank A/S
New York, New York
ABA No.: 000-000-000
F/A: Cayman Islands Branch
Ref.: Xxxx Xxxxx Funds 364-day credit facility
Schedule II-10
NATIONAL AUSTRALIA BANK LIMITED, A.C.N. 004044937
-------------------------------------------------
DOMESTIC AND OFFSHORE LENDING OFFICE:
National Australia Bank Limited, A.B.N. 12 004 044 937
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
CREDIT CONTACTS AND NOTIFICATIONS:
National Australia Bank Limited
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Primary Contact:
Attention: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Back-up Contact:
Attention: Xxxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ADMINISTRATIVE CONTACTS AND NOTIFICATIONS:
National Australia Bank Limited
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Primary Contact:
Attention: Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Back-up Contact:
Attention: Xxxxx Xxxxxxx/Xxxx Xxxxxxx
Telephone: (000) 000-0000/550
Facsimile: (000) 000-0000
TAX WITHHOLDING:
Tax ID Number: 00-0000000
Schedule II-11
PAYMENT INSTRUCTIONS:
National Australia Bank Limited
ABA No.: 000-000-000
Name of Account: Loan Clearing
Account No.: 0000-000000-000
Attn.: Loan Services
Reference: Xxxx Xxxxx
Schedule II-12
THE BANK OF NEW YORK
--------------------
DOMESTIC AND OFFSHORE LENDING OFFICE:
The Bank of New York
Xxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Primary Contact: Xxxx Xxxxx, Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Backup Contact: Xxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ADMINISTRATIVE/OPERATIONS:
The Bank of New York
Xxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
TAX WITHHOLDING:
Tax ID Number: 00-0000000
PAYMENT INSTRUCTIONS:
The Bank of New York
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
ABA No.: 0000-0000-0
Name Of Account: Commercial Loan Servicing
Account No.: GLA #111 231
Ref: Xxxx Xxxxx Family Of Funds
Obligor: 9146240094
Schedule II-13
XXXXX FARGO BANK, NATIONAL ASSOCIATION
--------------------------------------
GENERAL INFORMATION - DOMESTIC LENDING OFFICE:
Institution Name: Xxxxx Fargo Bank, National Association
Street Address: Sixth & Marquette
City, State, Zip: Xxxxxxxxxxx, XX 00000
GENERAL INFORMATION - EURODOLLAR LENDING OFFICE:
Institution Name: Xxxxx Fargo Bank, National Association
Xxxxxx Xxxxxxx: Xxxxx & Xxxxxxxxx
Xxxx, Xxxxx, Xxx: Xxxxxxxxxxx, XX 00000
CREDIT CONTACTS - FINANCIAL STATEMENTS, WAIVERS, LEGAL DOCUMENTATION:
Primary Contact: Xxxxx Xxxxxxxx Back-up Contact: Xxxx XxXxxxxx
Street Address: Sixth & Marquette Street Address: Sixth & Marquette
City, State, Zip: Xxxxxxxxxxx, XX 00000 City, State, Zip: Xxxxxxxxxxx, XX 00000
Mailing Address: Sixth & Marquette Mailing Address: Sixth & Marquette
MAC X0000-000 XXX X0000-000
Xxxx, Xxxxx, Xxx: Xxxxxxxxxxx, XX 00000 City, State, Zip: Xxxxxxxxxxx, XX 00000
Phone Number: (000) 000-0000 Phone Number: (000) 000-0000
Fax Number: (000) 000-0000 Fax Number: (000) 000-0000
Email address: xxxxx.xxxxxxxx@xxxxxxxxxx.xxx Email address: xxxx.x.xxxxxxxx@xxxxxxxxxx.xxx
ADMINISTRATIVE CONTACTS - BORROWINGS, PAYDOWNS, INTEREST, FEES, ETC.:
Primary Contact: Xxxxxxx Xxxxx Back-up Contact: Xxxxx Xxxxxxx
Xxxxxx Address: 000 0xx Xxxxxx Xxxxxx Address: Sixth & Marquette
City, State, Zip: Xxx Xxxxxxxxx, XX 00000 Xxxx, Xxxxx, Zip: Xxxxxxxxxxx, XX 00000
Mailing Address: 000 0xx Xxxxxx Mailing Address: Sixth & Marquette
MAC X0000-000 XXX X0000-000
Xxxx, Xxxxx, Xxx: Xxx Xxxxxxxxx, XX 00000 Xxxx, Xxxxx, Zip: Xxxxxxxxxxx, XX 00000
Phone Number: (000) 000-0000 Phone Number: (000) 000-0000
Fax Number: (000) 000-0000 Fax Number: (000) 000-0000
Email address: xxxxxx@xxxxxxxxxx.xxx Email address: xxxxxxxx@xxxxxxxxxx.xxx
Schedule II-14
COMPLIANCE/DOCUMENTATION MATTERS:
Primary Contact: Xxxxx Xxxxxxxx Back-up Contact: Xxxx XxXxxxxx
Street Address: Sixth & Marquette Street Address: Sixth & Marquette
City, State, Zip: Xxxxxxxxxxx, XX 00000 City, State, Zip: Xxxxxxxxxxx, XX 00000
Mailing Address: Sixth & Marquette Mailing Address: Sixth & Marquette
MAC X0000-000 XXX X0000-000
Xxxx, Xxxxx, Xxx: Xxxxxxxxxxx, XX 00000 City, State, Zip: Xxxxxxxxxxx, XX 00000
Phone Number: (000) 000-0000 Phone Number: (000) 000-0000
Fax Number: (000) 000-0000 Fax Number: (000) 000-0000
Email address: xxxxx.xxxxxxxx@xxxxxxxxxx.xxx Email address: xxxx.x.xxxxxxxx@xxxxxxxxxx.xxx
TAX WITHHOLDING:
Tax ID Number: 00-0000000
PAYMENT INSTRUCTIONS:
Name of Bank where funds are to be transferred: Xxxxx Fargo Bank, N.A.
Routing Transit/ABA number of Bank where funds are to be transferred: 000000000
Name of Account, if applicable: Member Syndication
Account Number: 271250720
Ref.: Xxxx Xxxxx
Schedule II-15
EXHIBIT D
---------
SCHEDULE OF LITIGATION
The following information, which was previously disclosed to the Banks, is as
set forth in the Form 10-Q, dated February 11, 2004, of Xxxx Xxxxx, Inc.:
Like numerous other firms, starting in September 2003, Xxxx Xxxxx received a
subpoena from the office of the New York Attorney General ("NY AG") and
inquiries from the Securities and Exchange Commission (the "SEC") relating to
their investigations of sales practices, late trading, market timing and
selective disclosure of portfolio holdings in connection with mutual funds. Xxxx
Xxxxx has responded to the NY AG subpoena and the SEC inquiries and is
cooperating with two separate SEC investigations. Xxxx Xxxxx is not currently
able to determine whether any regulators will initiate enforcement actions as a
result of their investigations, or to predict what effect, if any, the mutual
fund investigations will have on its business, results of operations or assets
under management.
Exhibit D-1
EXHIBIT G
---------
FUNDS' AND PORTFOLIOS' INVESTMENT RESTRICTIONS
For a Fund's or Portfolio's investment restrictions, please see the most recent
Prospectus and Statement of Additional Information for such Fund or Portfolio as
indicated below:
XXXX XXXXX VALUE TRUST, INC.
Primary Class Prospectus dated August 1, 2003
Institutional and Financial Intermediary Class Prospectus dated August 1, 2003
Statement of Additional Information dated August 1, 2003
XXXX XXXXX SPECIAL INVESTMENT TRUST, INC.
Primary Class Prospectus dated August 1, 2003 (supplement dated January
15, 2004)
Institutional and Financial Intermediary Class Prospectus dated August 1, 2003
(supplement dated January 15, 2004)
Statement of Additional Information dated August 1, 2003
XXXX XXXXX FOCUS TRUST, INC.
Primary Class Prospectus dated May 1, 2003 (supplement dated June 2, 2003)
Institutional and Financial Intermediary Class Prospectus dated August 29, 2003
Statement of Additional Information dated August 29, 2003
XXXX XXXXX U.S. GOVERNMENT INTERMEDIATE-TERM PORTFOLIO, A PORTFOLIO OF
XXXX XXXXX INCOME TRUST, INC.
Primary Class Prospectus dated May 1, 2003 (supplement dated June 2, 2003)
Institutional Class Prospectus dated May 1, 2003
Statement of Additional Information dated May 1, 2003
XXXX XXXXX INVESTMENT GRADE INCOME PORTFOLIO, A PORTFOLIO OF XXXX XXXXX
INCOME TRUST, INC.
Primary Class Prospectus dated May 1, 2003 (supplement dated June 2, 2003)
Institutional Class Prospectus dated May 1, 2003
Statement of Additional Information dated May 1, 2003
XXXX XXXXX HIGH YIELD PORTFOLIO, A PORTFOLIO OF XXXX XXXXX INCOME TRUST, INC.
Primary Class Prospectus dated May 1, 2003 (supplement dated June 2, 2003)
Institutional Class Prospectus dated May 1, 2003
Statement of Additional Information dated May 1,2003
XXXX XXXXX CORE BOND FUND, A PORTFOLIO OF XXXX XXXXX INCOME TRUST, INC.
Primary Class Prospectus dated February 13, 2004
Statement of Additional Information dated February 13, 2004
Exhibit G-1
XXXX XXXXX MARYLAND TAX-FREE INCOME TRUST, A PORTFOLIO OF XXXX XXXXX
TAX-FREE INCOME FUND
Primary Class Prospectus dated August 1, 2003
Institutional Class Prospectus dated August 1, 2003
Statement of Additional Information dated August 1, 2003
XXXX XXXXX PENNSYLVANIA TAX-FREE INCOME TRUST, A PORTFOLIO OF XXXX XXXXX
TAX-FREE INCOME FUND
Primary Class Prospectus dated August 1, 2003
Institutional Class Prospectus dated August 1, 2003
Statement of Additional Information dated August 1, 2003
XXXX XXXXX TAX-FREE INTERMEDIATE-TERM INCOME TRUST, A PORTFOLIO OF XXXX
XXXXX TAX-FREE INCOME FUND
Primary Class Prospectus dated August 1, 2003
Institutional Class Prospectus dated August 1, 2003
Statement of Additional Information dated August 1, 2003
XXXX XXXXX GLOBAL INCOME TRUST, A PORTFOLIO OF XXXX XXXXX GLOBAL TRUST, INC.
Primary Class Prospectus dated May 1, 2003 (supplement dated June 2, 2003)
Institutional and Financial Intermediary Class Prospectus dated May 1, 2003
Statement of Additional Information dated May 1, 2003
XXXX XXXXX INTERNATIONAL EQUITY TRUST, A PORTFOLIO OF XXXX XXXXX GLOBAL
TRUST, INC.
Primary Class Prospectus dated May 1, 2003 (supplements dated June 2, 3003
and August 11, 2003)
Institutional and Financial Intermediary Class Prospectus dated May 1,
2003 (supplement dated August 11, 2003)
Statement of Additional Information dated May 1, 2003 (supplement dated
August 11, 2003)
XXXX XXXXX EMERGING MARKETS TRUST, A PORTFOLIO OF XXXX XXXXX GLOBAL TRUST, INC.
Primary Class Prospectus dated May 1, 2003 (supplement dated June 2, 2003)
Institutional and Financial Intermediary Class Prospectus dated May 1, 2003
Statement of Additional Information dated May 1, 2003
XXXX XXXXX AMERICAN LEADING COMPANIES TRUST, A PORTFOLIO OF XXXX XXXXX
INVESTORS TRUST, INC.
Primary Class Prospectus dated August 1, 2003
Institutional Class and Financial Intermediary Prospectus dated August 1, 2003
Statement of Additional Information dated August 1, 2003
XXXX XXXXX BALANCED TRUST, A PORTFOLIO OF XXXX XXXXX INVESTORS TRUST, INC.
Primary Class Prospectus dated August 1, 2003
Institutional and Financial Intermediary Class Prospectus dated August 1, 2003
Statement of Additional Information dated August 1, 2003
Schedule II-2
XXXX XXXXX U.S. SMALL-CAPITALIZATION VALUE TRUST, A PORTFOLIO OF XXXX
XXXXX INVESTORS TRUST, INC.
Primary Class Prospectus dated August 1, 2003
Institutional Class Prospectus dated August 1, 2003
Statement of Additional Information dated August 1, 2003
XXXX XXXXX FINANCIAL SERVICES FUND, A PORTFOLIO OF XXXX XXXXX INVESTORS
TRUST, INC.
Primary Class and Class A Prospectus dated August 1, 2003 (supplement
dated November 19, 2003)
Institutional Class Prospectus dated August 1, 2003 (supplement dated
November 19, 2003)
Statement of Additional Information dated August 1, 2003
XXXX XXXXX CLASSIC VALUATION FUND, A PORTFOLIO OF XXXX XXXXX LIGHT STREET
TRUST, INC.,
Primary Class Prospectus dated February 28, 2004
Institutional Class Prospectus dated February 28, 2004
Statement of Additional Information dated February 28, 2004
XXXX XXXXX OPPORTUNITY TRUST, A PORTFOLIO OF XXXX XXXXX INVESTMENT TRUST, INC.
Primary Class Prospectus dated May 1, 2003 (supplement dated June 2, 2003)
Institutional and Financial Intermediary Class Prospectus dated August 29, 2003
Statement of Additional Information dated August 29, 2003
BATTERYMARCH U.S. SMALL CAPITALIZATION EQUITY PORTFOLIO, A PORTFOLIO OF
XXXX XXXXX XXXXXXX STREET TRUST, INC.
Institutional and Financial Intermediary Class Prospectus dated August 1, 2003
Statement of Additional Information dated August 1, 2003
Schedule II-3
