July 7, 2017
Exhibit (h)(27)
July 7, 2017
Each of the Borrowers listed
On Appendix I hereto
000 Xxxxx Xxxxxx
New York, NY 10153
| RE: | Third Amendment to Committed Line of Credit |
Ladies and Gentlemen:
Pursuant to an amended and restated letter agreement dated January 28, 2015 (as amended from time to time, the “Loan Agreement”), State Street Bank and Trust Company (the “Bank”) has made available to each of the management investment companies registered under the Investment Company Act listed on Appendix I to the Loan Agreement (each a “Borrower”), each acting on behalf of itself or on behalf of one or more of its respective fund series from time to time listed on Appendix I to the Loan Agreement, as defined below (each such fund series, a “Fund”), a $100,000,000.00 committed, unsecured line of credit on a several basis (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 $100,000,000.00 dated January 28, 2015 executed by each of the Borrowers, on behalf of its respective Funds, in favor of the Bank (the “Note”). Any capitalized term not otherwise defined herein shall have the same meanings as set forth in the Loan Agreement.
The Borrowers have requested, and the Bank has agreed, to extend the Committed Line for an additional 364-day period from the date hereof and to amend the Loan Agreement as set forth below. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank 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 of such section in its entirety and substituting the following therefor: “The Committed Line shall expire July 6, 2018 (the “Expiration Date”), unless extended by mutual agreement of the Bank and the Borrowers or, with respect to any Fund, terminated by the applicable Borrower on behalf of such Fund as provided herein.”
Each of the Borrowers listed
on Appendix I attached hereto
July 7, 2017
Page 2
II. Administrative Fee
As a condition precedent to the effectiveness of this letter agreement, the Borrowers shall pay to the Bank on or prior to the date of this letter agreement an administrative fee of $50,000. Such administrative fee shall be paid in immediately available funds and upon payment thereof shall be deemed fully earned and non-refundable.
III. Miscellaneous
1. Other than as amended hereby, all terms and conditions of the Loan Agreement and all related Loan Documents are ratified and affirmed as of the date hereof and extended in order to give effect to the terms hereof.
2. Each Borrower, for itself and on behalf of each of its 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 of such Borrower contained in the Loan Agreement is true and correct in all material respects on and as of the date of this letter amendment; (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 or Fund’s power and authority, (ii) have been authorized by all necessary trust proceedings of such Borrower, (iii) do not, and will not, require the consent of any shareholders or other equity holders of such Borrower or Fund or the approval or consent of, or any notice to or filing with, any governmental authority other than those which have been received, (iv) will not contravene any provision of, or exceed any limitation contained in, the agreement and declaration of trust, by-laws and/or other organizational documents of such Borrower or Fund or its Prospectus or any judgment, decree or order or any law, rule or regulation applicable to such Borrower or Fund, including, without limitation, the Investment Company Act, (v) do not constitute a violation of, or a default under, any other agreement, order or undertaking binding on such Borrower or Fund, and (vi) do not require the consent or approval of any obligee or holder of any instrument relating to any Indebtedness of such Borrower or Fund or consent or approval of any other party other than for those consents and approvals which have been received; and (d) this letter agreement has been duly executed and delivered by each Borrower and each of the Amended Loan Documents constitutes the legal, valid, binding and enforceable obligation of such Borrower and each such Fund, 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 constitute an amendment to the Loan Agreement to be governed by the laws of the State of New York.
4. This letter amendment may be executed in counterparts each of which shall be deemed to be an original document.
Each of the Borrowers listed
on Appendix I attached hereto
July 7, 2017
Page 3
[Remainder of Page Intentionally Left Blank.]
If the foregoing is acceptable to you, please have an authorized officer of each of the Borrowers execute this letter amendment below where indicated and return the same to the undersigned.
| Very truly yours, | ||
|
|
STATE STREET BANK AND TRUST COMPANY, as Bank | |
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: Title: |
Xxxxx X. Xxxxxxxxx Managing Director | |
Acknowledged and Accepted:
EACH OF THE BORROWERS LISTED
ON APPENDIX I HERETO,
for itself or on behalf of each of its respective
portfolio series listed on Appendix I hereto
severally and not jointly
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | Vice President, Chief Legal Officer and Secretary | |
APPENDIX I
List of Borrowers and Funds
| Baron Investment Funds Trust, |
Applicable Percentage | |
| on behalf of each of: | ||
| Baron Asset Fund | 5.00% | |
| Baron Growth Fund | 5.00% | |
| Baron Small Cap Fund | 5.00% | |
| Baron Opportunity Fund | 5.00% | |
| Baron Fifth Avenue Growth Fund | 5.00% | |
| Baron Discovery Fund | 5.00% | |
| Baron Select Funds, | ||
| on behalf of each of: | ||
| Baron Focused Growth Fund | 5.00% | |
| Baron International Growth Fund | 5.00% | |
| Baron Real Estate Fund | 5.00% | |
| Baron Emerging Markets Fund | 5.00% | |
| Baron Energy and Resources Fund | 5.00% | |
| Baron Global Advantage Fund | 5.00% | |
