January 6, 2011 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: First Amendment to...
| January 6, 2011 | |
| 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 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 $165,000,000 discretionary, uncommitted, unsecured line of credit (the “Uncommitted Line”). The obligations of the Borrowers arising under the Uncommitted Line are evidenced by a promissory note in the original principal amount of $165,000,000, dated July 6, 2010, executed by each of the Borrowers, for itself or on behalf of such designated fund series thereof, in favor of the Bank (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 add a new fund series to the Loan Documents as a Fund party thereto and to make certain changes to the Loan Documents in connection therewith as set forth below, and to provide a limited waiver with respect to the Mergers (defined below). Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:
I. Limited Waiver
The Borrowers have informed the Bank that prior to the date hereof, (a) Xxxxxx VT Vista Fund, a fund series of Xxxxxx Variable Trust and a Fund under the Loan Agreement, merged with and into Xxxxxx VT Multi-Cap Growth Fund (before September 1, 2010, known as Xxxxxx VT New Opportunities Fund), also a fund series of Xxxxxx Variable Trust and a Fund under the Loan Agreement and (b) Xxxxxx Vista Fund, a Borrower and a Fund under the Loan Agreement, merged with and into Xxxxxx Multi-Cap Growth Fund (before September 1, 2010, known as Xxxxxx New Opportunities Fund), a Borrower and a Fund under the Loan Agreement (such mergers described in the foregoing clauses (a) and (b), the “Mergers”). Section II(1)(d)(vi) of the Loan Agreement prohibits, except for a Permitted Merger, the merger or consolidation of any
Xxxxxx Funds
January 6, 2011
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Fund with or into any entity. The Bank hereby acknowledges that the Mergers constituted Permitted Mergers and hereby waives, solely with respect to the Mergers, the prior notification requirement set forth in the definition of Permitted Merger(s) contained in the Loan Agreement. The foregoing waiver by the Bank shall not constitute a waiver of any other provision of the Loan Documents other than as specifically described herein and shall not obligate the Bank to consent to any further waiver or amendment of the above mentioned provisions of the Loan Agreement for any other or future matters. Accordingly, the parties hereto agree that each such merged Fund shall be terminated as a “Fund” for all purposes under the Loan Documents and that each surviving Fund shall continue to be a “Fund” for all purposes under the Loan Documents.
II. Amendments to Loan Documents
Subject to the terms and conditions hereof, the Loan Documents are hereby amended as follows:
1. Xxxxxx Multi-Cap Core Fund (the “New Fund”), a newly established portfolio series of Xxxxxx Funds Trust, 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 Funds Trust, for and on behalf of Xxxxxx Multi-Cap Core Fund, hereby agrees 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 each of 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 Mergers described above, the addition of the New Fund and name changes of certain other Funds that were effected prior to the date hereof.
III. 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 Fund), 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
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January 6, 2011
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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 Commonwealth of Massachusetts. Notice is hereby given, and it is expressly agreed, that the obligations of each Borrower and each Fund 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 any Borrower or Fund personally, but bind only the trust property of the applicable Fund. In the case of each Fund, 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 the Fund.
| [Remainder of Page Intentionally Left Blank] |
Xxxxxx Funds
January 6, 2011
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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: | ________________________________________ |
| 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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January 6, 2011
Page 5
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
THE XXXXXX XXXXXX FUND OF BOSTON
d/b/a XXXXXX XXXXXX BALANCED FUND
THE XXXXXX FUND FOR GROWTH AND INCOME
| By: | ________________________________________ |
| Xxxxxxxx X. Xxxxxxx | |
| Executive Vice President, Principal Executive Officer, | |
| Treasurer and Compliance Liaison, of each of the foregoing |
Acknowledged:
STATE STREET BANK AND TRUST COMPANY,
as Custodian
| By: | ________________________________________ |
| Name: | |
| Title: | |
| APPENDIX I |
| List of Borrowers and Funds |
As amended as of January 6, 2011
XXXXXX AMERICAN GOVERNMENT INCOME FUND
XXXXXX ARIZONA TAX EXEMPT INCOME FUND
XXXXXX ASSET ALLOCATION FUNDS
on behalf of:
Xxxxxx Asset Allocation: Balanced Portfolio
Xxxxxx Asset Allocation: Conservative Portfolio
Xxxxxx Asset Allocation: Growth Portfolio
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 Asset Allocation: Equity Portfolio
Xxxxxx Capital Spectrum Fund
Xxxxxx Emerging Markets Equity Fund
Xxxxxx Equity Spectrum Fund
Xxxxxx Floating Rate Income Fund
Xxxxxx Global Consumer Fund
Xxxxxx Global Energy Fund
Xxxxxx Global Financials Fund
Xxxxxx Global Industrials Fund
Xxxxxx Global Technology Fund
Xxxxxx Global Telecommunications Fund
Xxxxxx Income Strategies Fund
Xxxxxx International Value Fund
Xxxxxx Multi-Cap Core Fund
Xxxxxx Small Cap Growth 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
| 2 |
XXXXXX INVESTMENT FUNDS
on behalf of:
Xxxxxx Capital Opportunities Fund
Xxxxxx Growth Opportunities Fund
Xxxxxx International Capital Opportunities Fund
Xxxxxx International Growth Fund
Xxxxxx Mid 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 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 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 Mid Cap Value Fund
| 3 |
Xxxxxx VT Money Market Fund
Xxxxxx VT Multi-Cap Growth Fund
Xxxxxx VT Research Fund
Xxxxxx VT Small Cap Value Fund
Xxxxxx VT Xxxxxx Xxxxxx Balanced Fund
Xxxxxx VT Voyager Fund
XXXXXX VOYAGER FUND
THE XXXXXX XXXXXX FUND OF BOSTON
d/b/a XXXXXX XXXXXX BALANCED FUND
THE XXXXXX FUND FOR GROWTH AND INCOME
