March 27, 2013 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, Treasurer and Compliance Liaison RE: Sixth Amendment to...
| March 27, 2013 | |
| Each of the Borrowers listed | |
| on Appendix I hereto | |
| One Post Office Square | |
| Boston, MA 02109 | |
| Attention: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, |
| Executive Vice President, Principal Executive Officer, | |
| Treasurer and Compliance Liaison | |
| RE: | Sixth Amendment to ▇▇▇▇▇▇ Funds Uncommitted 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 $185,000,000 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 $185,000,000, dated March 30, 2012, 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. Each of ▇▇▇▇▇▇ Short-Term Municipal Income Fund, ▇▇▇▇▇▇ Intermediate-Term Municipal Income Fund, ▇▇▇▇▇▇ Emerging Markets Income Fund, ▇▇▇▇▇▇ Global Dividend Fund, ▇▇▇▇▇▇ Low Volatility Equity Fund and ▇▇▇▇▇▇ Strategic Volatility Equity Fund, each a newly established portfolio series of ▇▇▇▇▇▇ Funds Trust (each, a “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. ▇▇▇▇▇▇ Funds Trust,
March 27, 2013
Page 2
for and on behalf of each of ▇▇▇▇▇▇ Short-Term Municipal Income Fund, ▇▇▇▇▇▇ Intermediate-Term Municipal Income Fund, ▇▇▇▇▇▇ Emerging Markets Income Fund, ▇▇▇▇▇▇ Global Dividend Fund, ▇▇▇▇▇▇ Low Volatility Equity Fund and ▇▇▇▇▇▇ Strategic Volatility Equity Fund, hereby agree to be bound by all of the terms and conditions of the Loan Documents as a Fund thereunder for all purposes as if it had been an original Fund party thereto.
2. The Appendix I attached to the Loan Agreement 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 addition of the New Funds as described in paragraph 1.
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 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 The
March 27, 2013
Page 3
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 ▇▇▇▇▇▇▇▇ 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: ▇▇▇▇▇ ▇. ▇▇▇▇▇___________________ | ||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
| Vice President |
Acknowledged and Accepted:
▇▇▇▇▇▇ AMERICAN GOVERNMENT INCOME FUND
▇▇▇▇▇▇ ARIZONA TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ ASSET ALLOCATION FUNDS, on behalf of
its fund series as listed in Appendix I attached hereto
▇▇▇▇▇▇ CALIFORNIA TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ CONVERTIBLE SECURITIES FUND
▇▇▇▇▇▇ DIVERSIFIED INCOME TRUST
▇▇▇▇▇▇ EQUITY INCOME FUND
▇▇▇▇▇▇ EUROPE EQUITY FUND
▇▇▇▇▇▇ FUNDS TRUST, on behalf of
its fund series as listed in Appendix I attached hereto
▇▇▇▇▇▇ GLOBAL EQUITY FUND
▇▇▇▇▇▇ GLOBAL HEALTH CARE FUND
▇▇▇▇▇▇ GLOBAL INCOME TRUST
▇▇▇▇▇▇ GLOBAL NATURAL RESOURCES FUND
▇▇▇▇▇▇ GLOBAL UTILITIES FUND
▇▇▇▇▇▇ HIGH YIELD ADVANTAGE FUND
▇▇▇▇▇▇ HIGH YIELD TRUST
▇▇▇▇▇▇ INCOME FUND
▇▇▇▇▇▇ INTERNATIONAL EQUITY FUND
▇▇▇▇▇▇ INVESTMENT FUNDS, on behalf of
its fund series as listed in Appendix I attached hereto
▇▇▇▇▇▇ INVESTORS FUND
▇▇▇▇▇▇ MASSACHUSETTS TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ MICHIGAN TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ MINNESOTA TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ MONEY MARKET FUND
▇▇▇▇▇▇ MORTGAGE RECOVERY FUND
▇▇▇▇▇▇ MULTI-CAP GROWTH FUND
▇▇▇▇▇▇ NEW JERSEY TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ NEW YORK TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ OHIO TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ PENNSYLVANIA TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ TAX EXEMPT MONEY MARKET FUND
▇▇▇▇▇▇ TAX-FREE INCOME TRUST, on behalf of
its fund series as listed in Appendix I attached hereto
▇▇▇▇▇▇ US GOVERNMENT INCOME TRUST
▇▇▇▇▇▇ VARIABLE TRUST, on behalf of
its fund series as listed in Appendix I attached hereto
▇▇▇▇▇▇ VOYAGER FUND
THE ▇▇▇▇▇▇ ▇▇▇▇▇▇ FUND OF BOSTON
d/b/a ▇▇▇▇▇▇ ▇▇▇▇▇▇ BALANCED FUND
THE ▇▇▇▇▇▇ FUND FOR GROWTH AND INCOME
| By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇___________________________ |
| ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
| Executive Vice President, Principal Executive Officer and |
| Compliance Liaison, of each of the foregoing |
Acknowledged:
STATE STREET BANK AND TRUST COMPANY,
as Custodian
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
| APPENDIX I |
| List of Borrowers and Funds |
▇▇▇▇▇▇ AMERICAN GOVERNMENT INCOME FUND
▇▇▇▇▇▇ ARIZONA TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ ASSET ALLOCATION FUNDS
on behalf of:
▇▇▇▇▇▇ Dynamic Asset Allocation Balanced Fund
(f/k/a ▇▇▇▇▇▇ Asset Allocation: Balanced Portfolio)
▇▇▇▇▇▇ Dynamic Asset Allocation Conservative Fund
(f/k/a ▇▇▇▇▇▇ Asset Allocation: Conservative Portfolio)
▇▇▇▇▇▇ Dynamic Asset Allocation Growth Fund
(f/k/a ▇▇▇▇▇▇ Asset Allocation: Growth Portfolio)
▇▇▇▇▇▇ CALIFORNIA TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ CONVERTIBLE SECURITIES FUND
▇▇▇▇▇▇ DIVERSIFIED INCOME TRUST
▇▇▇▇▇▇ EQUITY INCOME FUND
▇▇▇▇▇▇ EUROPE EQUITY FUND
▇▇▇▇▇▇ FUNDS TRUST
on behalf of:
▇▇▇▇▇▇ Absolute Return 100 Fund
▇▇▇▇▇▇ Absolute Return 300 Fund
▇▇▇▇▇▇ Absolute Return 500 Fund
▇▇▇▇▇▇ Absolute Return 700 Fund
▇▇▇▇▇▇ Asia Pacific Equity Fund
▇▇▇▇▇▇ Dynamic Asset Allocation Equity Fund
(f/k/a ▇▇▇▇▇▇ Asset Allocation: Equity Portfolio)
▇▇▇▇▇▇ Capital Spectrum Fund
▇▇▇▇▇▇ Dynamic Risk Allocation Fund
▇▇▇▇▇▇ Emerging Markets Equity Fund
▇▇▇▇▇▇ Emerging Markets Income Fund
▇▇▇▇▇▇ Equity Spectrum Fund
▇▇▇▇▇▇ Floating Rate Income Fund
▇▇▇▇▇▇ Global Consumer Fund
▇▇▇▇▇▇ Global Dividend Fund
▇▇▇▇▇▇ Global Energy Fund
▇▇▇▇▇▇ Global Financials Fund
▇▇▇▇▇▇ Global Industrials Fund
▇▇▇▇▇▇ Global Technology Fund
▇▇▇▇▇▇ Global Telecommunications Fund
▇▇▇▇▇▇ Intermediate-Term Municipal Income Fund
▇▇▇▇▇▇ International Value Fund
▇▇▇▇▇▇ Low Volatility Equity Fund
▇▇▇▇▇▇ Multi-Cap Core Fund
▇▇▇▇▇▇ Retirement Income Fund Lifestyle 2
▇▇▇▇▇▇ Retirement Income Fund Lifestyle 3
| 2 |
▇▇▇▇▇▇ Short Duration Income Fund
▇▇▇▇▇▇ Short-Term Municipal Income Fund
▇▇▇▇▇▇ Small Cap Growth Fund
▇▇▇▇▇▇ Strategic Volatility Equity Fund
▇▇▇▇▇▇ GLOBAL EQUITY FUND
▇▇▇▇▇▇ GLOBAL HEALTH CARE FUND
▇▇▇▇▇▇ GLOBAL INCOME TRUST
▇▇▇▇▇▇ GLOBAL NATURAL RESOURCES FUND
▇▇▇▇▇▇ GLOBAL UTILITIES FUND
▇▇▇▇▇▇ HIGH YIELD ADVANTAGE FUND
▇▇▇▇▇▇ HIGH YIELD TRUST
▇▇▇▇▇▇ INCOME FUND
▇▇▇▇▇▇ INTERNATIONAL EQUITY FUND
▇▇▇▇▇▇ INVESTMENT FUNDS
on behalf of:
▇▇▇▇▇▇ Capital Opportunities Fund
▇▇▇▇▇▇ Growth Opportunities Fund
▇▇▇▇▇▇ International Capital Opportunities Fund
▇▇▇▇▇▇ International Growth Fund
▇▇▇▇▇▇ Multi-Cap Value Fund
▇▇▇▇▇▇ Research Fund
▇▇▇▇▇▇ Small Cap Value Fund
▇▇▇▇▇▇ INVESTORS FUND
▇▇▇▇▇▇ MASSACHUSETTS TAX EXEMPT INCOME
FUND
▇▇▇▇▇▇ MICHIGAN TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ MINNESOTA TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ MONEY MARKET FUND
▇▇▇▇▇▇ MORTGAGE RECOVERY FUND
▇▇▇▇▇▇ MULTI-CAP GROWTH FUND
▇▇▇▇▇▇ NEW JERSEY TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ NEW YORK TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ OHIO TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ PENNSYLVANIA TAX EXEMPT INCOME
FUND
▇▇▇▇▇▇ TAX EXEMPT INCOME FUND
▇▇▇▇▇▇ TAX EXEMPT MONEY MARKET FUND
▇▇▇▇▇▇ TAX-FREE INCOME TRUST
on behalf of:
▇▇▇▇▇▇ AMT-Free Municipal Fund
▇▇▇▇▇▇ Tax-Free High Yield Fund
▇▇▇▇▇▇ US GOVERNMENT INCOME TRUST
▇▇▇▇▇▇ VARIABLE TRUST
on behalf of:
▇▇▇▇▇▇ VT Absolute Return 500 Fund
▇▇▇▇▇▇ VT American Government Income Fund
▇▇▇▇▇▇ VT Capital Opportunities Fund
| 3 |
▇▇▇▇▇▇ VT Diversified Income Fund
▇▇▇▇▇▇ VT Equity Income Fund
▇▇▇▇▇▇ VT Global Asset Allocation Fund
▇▇▇▇▇▇ VT Global Equity Fund
▇▇▇▇▇▇ VT Global Health Care Fund
▇▇▇▇▇▇ VT Global Utilities Fund
▇▇▇▇▇▇ VT Growth and Income Fund
▇▇▇▇▇▇ VT Growth Opportunities Fund
▇▇▇▇▇▇ VT High Yield Fund
▇▇▇▇▇▇ VT Income Fund
▇▇▇▇▇▇ VT International Equity Fund
▇▇▇▇▇▇ VT International Growth Fund
▇▇▇▇▇▇ VT International Value Fund
▇▇▇▇▇▇ VT Investors Fund
▇▇▇▇▇▇ VT Money Market Fund
▇▇▇▇▇▇ VT Multi-Cap Growth Fund
▇▇▇▇▇▇ VT Multi-Cap Value Fund
▇▇▇▇▇▇ VT Research Fund
▇▇▇▇▇▇ VT Small Cap Value Fund
▇▇▇▇▇▇ VT ▇▇▇▇▇▇ ▇▇▇▇▇▇ Balanced Fund
▇▇▇▇▇▇ VT Voyager Fund
▇▇▇▇▇▇ VOYAGER FUND
THE ▇▇▇▇▇▇ ▇▇▇▇▇▇ FUND OF BOSTON
d/b/a ▇▇▇▇▇▇ ▇▇▇▇▇▇ BALANCED FUND
THE ▇▇▇▇▇▇ FUND FOR GROWTH AND INCOME