Graphic Omitted: STATE STREET LOGO] June 26, 2015 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 and Compliance Liaison...
[Graphic Omitted: STATE STREET LOGO]
| June 26, 2015 |
| 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 | |
| and Compliance Liaison | |
| RE: | Tenth Amendment to Xxxxxx Funds Committed Line of Credit |
Ladies and Gentlemen:
Pursuant to a letter agreement dated as of July 6, 2010 (as amended, 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 $392,500,000 committed, unsecured line of credit (the “Committed Line”). The obligations of the Borrowers arising under the Committed Line are evidenced by an amended and restated promissory note in the original principal amount of $392,500,000, dated June 27, 2014, 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 “Existing 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 extend the Committed Line for a period of ninety (90) days and to make certain other changes to the Loan Documents 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 Committed Line shall expire on September 24, 2015 (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.”
June 26, 2015
Page 2
2. Section II(1) of the Loan Agreement is hereby amended by: (a) deleting the word “and” which appears at the end of Section II(1)(g)(v); (b) deleting the period which appears at the end of Section II(1)(h) and substituting in place thereof a semicolon; and (c) inserting immediately after the end of Section II(1)(h), the following new paragraphs (i) and (j):
(i) to not, directly or, knowingly, indirectly use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) to fund any activities or business of or with any Person, or in any country, region or territory that, at the time of such funding, is, or whose government is, the subject of Sanctions in each case so as to result in a violation of Sanctions, or (iii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor or otherwise); and
(j) to maintain in effect and enforce policies and procedures designed to ensure compliance in all material respects by such Borrower, its Funds and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
3. Section II(2)(m) of the Loan Agreement is hereby amended by amending and restating such Section in its entirety to read as follows:
(m) (i) none of any Borrower or Fund, any of such Borrower's or Fund's subsidiaries, nor any director, other than an independent director, or officer of such Borrower, Fund or subsidiary, nor, to such Borrower’s knowledge, any independent director, employee, agent or affiliate of such Borrower, Fund or any of their subsidiaries is a Person that is, or is owned or controlled by Persons that are (x) the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, or other relevant sanctions authority (collectively, "Sanctions") or (y) located, organized or resident of a country or territory that is, or whose government is, the subject of Sanctions so as to result in a violation of Sanctions; (ii) each Borrower and Fund has implemented and maintains in effect policies and procedures designed to ensure compliance by such Borrower and Fund and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions; and (iii) each Borrower, each Fund and their respective directors (other than independent directors) and officers and, to the knowledge of each Borrower, its independent directors, employees and agents,
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are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.
4. Section II(3)(b)(i) of the Loan Agreement is hereby amended by deleting such clause in its entirety and substituting the following therefor: “(i) shall fail to perform any term, covenant or agreement contained in any of Sections II(1)(a)-(c) hereof, Sections II(1)(d)(iv)–(xiii) hereof, Section II(1)(f) hereof or in any of Sections II(1)(i)-(j) hereof; or”.
5. Section II(16) of the Loan Agreement is hereby amended by:
(a) deleting the definitions of “Executive Order”, “Foreign Assets Control Regulations” and “Trading with the Enemy Act” in their entirety; and
(b) inserting the following new definitions in the appropriate alphabetical sequence therein:
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any Fund from time to time concerning or relating to bribery or corruption.
“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust (or series thereof) or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
“Sanctions” has the meaning set forth in Section II(2)(m).
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, 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
June 26, 2015
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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 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] |
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
| Tenth Amendment Signature Page – Committed Facility |
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 EXEMPT MONEY MARKET 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/ Xxxxxxx X. Xxxxxxx |
| Xxxxxxx X. Xxxxxxx | |
| Vice President, Treasurer, and Clerk, of each of the foregoing |
| Tenth Amendment Signature Page – Committed Facility |
| 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
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 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 EXEMPT MONEY MARKET 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
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 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 Money Market 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
