JOINDER AGREEMENT NO. 1
EXECUTION COPY
JOINDER AGREEMENT NO. 1
JOINDER AGREEMENT NO. 1 (this “Agreement”), dated as of August 29, 2016, to the Credit Agreement, dated as of September 24, 2015, among each trust company listed on Schedule A hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Each term that is defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by the Credit Agreement when used herein.
1. Request. (a) Pursuant to Section 2.12(a) of the Credit Agreement, the Borrowers (the “Existing Borrowers”) hereby request that each of the following trusts, if any, be added as a “Company” for all purposes of the Loan Documents (each a “New Company”):
| New Company | Company Borrower (Y or N) |
| N/A | N/A |
| N/A | N/A |
(b) Pursuant to Section 2.12(a) of the Credit Agreement, the Borrowers hereby request that each of the following Series, if any, of each Company (including a New Company) listed below, if any, be added as a “Fund” for all purposes of the Loan Documents (each a “New Fund”):
| Company | Series |
| Xxxxxx Investment Funds | Xxxxxx Government Money Market Fund |
2. Joinder. By signing below, each Bank and the Agent hereby agrees, and each of the other parties hereto hereby agrees, that (a) each such New Company shall be deemed to be a “Company” for all purposes under the Loan Documents, (b) each such New Fund shall be deemed to be a “Fund” for all purposes of the Loan Documents, and (c) Schedule 2 to the Credit Agreement shall be automatically amended and restated in the form of Schedule 2 to this Agreement. Each New Company hereby represents and warrants that it is correctly identified as a Company Borrower in paragraph 1(a) above.
3. New Borrowers. For purposes of this Agreement, “New Borrower” means (a) each New Company that is a Company Borrower, and (b) each other Company (including a New Company) acting on behalf of, and for the account of, each Series thereof that is a New Fund.
4. Effectiveness. This Agreement shall become effective upon the first date that each of the following conditions shall have first been satisfied (the date, if any, on which such conditions shall have first been satisfied being referred to herein as the “Joinder Effective Date”):
(a) the Agent shall have received a counterpart of this Agreement signed by each Existing Borrower and each New Borrower;
(b) the Agent shall have received a certificate of the Clerk, Secretary or Assistant Secretary (or other officer acceptable to the Agent) of each New Borrower, dated the Joinder Effective Date, in all respects satisfactory to the Agent (i)(1) attaching a true complete and correct copy of all its Charter Documents, or (2)(x) if previously delivered to the Agent under the Loan Documents, all amendments, restatements, supplements or other modifications to its Charter Documents since the date the Related Company thereof became a party to the Credit Agreement, or (y) certifying that no such amendments, restatements, supplements or other modifications have occurred, or (ii) attaching a copy of all of the Offering Documents, as of the Joinder Effective Date, of each New Borrower and such other material as accurately and completely sets forth all Investment Policies and Restrictions of such New Borrower not reflected in the Offering Documents, (iii) attaching the resolutions of the Managing Body of such New Borrower authorizing the transactions contemplated hereby and certifying that such resolutions are in full force and effect, and (iv) certifying as to the incumbency of authorized persons of such Borrower or New Borrower executing this Agreement;
(c) with respect to each New Borrower, the Agent shall have received a federal reserve form FR U-1 executed on behalf of such New Borrower;
(d) one or more opinions of counsel to each New Borrower covering such matters relating to the transactions contemplated hereby as the Agent may request, in form and substance satisfactory to the Agent; and
(e) all fees and expenses payable in connection with this Agreement, including, without limitation, the reasonable fees and expenses of counsel to the Agent to the extent invoiced, shall have been paid.
5. No Defense; Representations and Warranties; No Default. Each Borrower (including each New Borrower) hereby (a) reaffirms and admits the validity and enforceability of each Loan Document and this Agreement and the respective obligations of such Borrower thereunder, and agrees and admits that such Borrower has no defense to or offset against any such obligation, and (b) represents and warrants that (i) no Default with respect to such Borrower has occurred and is continuing, (ii) all of the representations and warranties of such Borrower contained herein and in any other Loan Document are true and correct on and as of the date hereof (after giving effect to this Agreement) as if made on and as of such date (unless any representation and warranty relates to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), and (iii) it has received a copy of each Loan Document.
6. Binding Effect; Several Agreement. All covenants, promises and agreements by or on behalf of any party hereto that are contained in this Agreement shall bind and inure to the benefit of each other party hereto and their respective successors and assigns.
7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
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8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one contract. Delivery of an executed counterpart of this Agreement by facsimile transmission or electronic transmission in “portable document format” shall be as effective as delivery of a manually executed counterpart of this Agreement.
9. Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first above written.
Each trust company listed on Schedule A hereto
| By: | /s/ Xxxxxxxx X. Xxxxxxx |
| Name: | Xxxxxxxx X. Xxxxxxx ______ |
| Title: | Executive Vice President ______ |
STATE STREET BANK AND TRUST COMPANY, as Agent and as a Bank
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
THE NORTHERN TRUST COMPANY, as a Bank
| By: | /s/ Xxxxxx X. Warning |
Name: Xxxxxx X. Warning
Title: Vice President
[Xxxxxx Funds - Joinder No.1 to Credit Agreement]
Schedule 2
List of Companies, Funds and Fiscal Year End Date
| Company | Fund | Fiscal Year End Date |
| Xxxxxx American Government Income Fund | Xxxxxx American Government Income Fund |
September 30 |
| Xxxxxx Arizona Tax Exempt Income Fund | Xxxxxx Arizona Tax Exempt Income Fund |
May 31 |
| Xxxxxx Asset Allocation Funds | Xxxxxx Dynamic Asset Allocation Balanced Fund | September 30 |
| Xxxxxx Dynamic Asset Allocation Conservative Fund | September 30 | |
| Xxxxxx Dynamic Asset Allocation Growth Fund | September 30 | |
| Xxxxxx California Tax Exempt Income Fund | Xxxxxx California Tax Exempt Income Fund | September 30 |
| Xxxxxx Convertible Securities Fund | Xxxxxx Convertible Securities Fund | October 31 |
| Xxxxxx Diversified Income Trust | Xxxxxx Diversified Income Trust | September 30 |
| Xxxxxx Equity Income Fund | Xxxxxx Equity Income Fund | November 30 |
| Xxxxxx Europe Equity Fund | Xxxxxx Europe Equity Fund | June 30 |
| Xxxxxx Funds Trust | Xxxxxx Absolute Return 100 Fund | October 31 |
| Xxxxxx Absolute Return 300 Fund | October 31 | |
| Xxxxxx Absolute Return 500 Fund | October 31 | |
| Xxxxxx Absolute Return 700 Fund | October 31 | |
| Xxxxxx Asia Pacific Equity Fund | April 30 | |
| Xxxxxx Dynamic Asset Allocation Equity Fund | May 31 | |
| Xxxxxx Capital Spectrum Fund | April 30 | |
| Xxxxxx Dynamic Risk Allocation Fund | May 31 | |
| Xxxxxx Emerging Markets Equity Fund | August 31 | |
| Xxxxxx Emerging Markets Income Fund | November 30 | |
| Xxxxxx Equity Spectrum Fund | April 30 | |
| Xxxxxx Floating Rate Income Fund | February 28 | |
| Xxxxxx Global Consumer Fund | August 31 | |
| Xxxxxx Global Dividend Fund | November 30 | |
| Xxxxxx Global Energy Fund | August 31 | |
| Xxxxxx Global Financials Fund | August 31 | |
| Xxxxxx Global Industrials Fund | August 31 | |
| Xxxxxx Global Technology Fund | August 31 | |
| Xxxxxx Global Telecommunications Fund | August 31 | |
| Xxxxxx Intermediate-Term Municipal Income Fund | November 30 | |
| Xxxxxx International Value Fund | June 30 | |
| Xxxxxx Low Volatility Equity Fund | July 31 | |
| Xxxxxx Mortgage Opportunities Fund | May 31 | |
| Xxxxxx Multi-Cap Core Fund | April 30 | |
| Xxxxxx Retirement Income Fund Lifestyle 2 | August 31 | |
| Xxxxxx Retirement Income Fund Lifestyle 3 | February 28 | |
| Xxxxxx Short Duration Income Fund | July 31 | |
| Xxxxxx Short-Term Municipal Income Fund | November 30 | |
| Xxxxxx Small Cap Growth Fund | June 30 | |
| Xxxxxx Strategic Volatility Equity Fund | July 31 | |
| Xxxxxx Global Equity Fund | October 31 | |
| Xxxxxx Global Health Care Fund | August 31 | |
| Xxxxxx Global Income Trust | October 31 | |
| Xxxxxx Global Natural Resources Fund | August 31 |
| Xxxxxx Global Utilities Fund | August 31 | |
| Xxxxxx High Yield Advantage Fund | November 30 | |
| Xxxxxx High Yield Trust | August 31 | |
| Xxxxxx Income Fund | October 31 | |
| Xxxxxx International Equity Fund | June 30 | |
| Xxxxxx Investment Funds | Xxxxxx Capital Opportunities Fund | April 30 |
| Xxxxxx Government Money Market Fund | September 30 | |
| Xxxxxx Growth Opportunities Fund | July 31 | |
| Xxxxxx International Capital Opportunities Fund | August 31 | |
| Xxxxxx International Growth Fund | September 30 | |
| Xxxxxx Multi-Cap Value Fund | April 30 | |
| Xxxxxx Research Fund | July 31 | |
| Xxxxxx Small Cap Value Fund | February 28 | |
| Xxxxxx Investors Fund | Xxxxxx Investors Fund | July 31 |
| Xxxxxx Massachusetts Tax Exempt Income Fund | Xxxxxx Massachusetts Tax Exempt Income Fund | May 31 |
| Xxxxxx Michigan Tax Exempt Income Fund | Xxxxxx Michigan Tax Exempt Income Fund | May 31 |
| Xxxxxx Minnesota Tax Exempt Income Fund | Xxxxxx Minnesota Tax Exempt Income Fund | May 31 |
| Xxxxxx Money Market Fund | Xxxxxx Money Market Fund | September 30 |
| Xxxxxx Mortgage Recovery Fund (closed-end fund) | Xxxxxx Mortgage Recovery Fund | August 31 |
| Xxxxxx Multi-Cap Growth Fund | Xxxxxx Multi-Cap Growth Fund | June 30 |
| Xxxxxx New Jersey Tax Exempt Income Fund | Xxxxxx New Jersey Tax Exempt Income Fund | May 31 |
| Xxxxxx New York Tax Exempt Income Fund | Xxxxxx New York Tax Exempt Income Fund | November 30 |
| Xxxxxx Ohio Tax Exempt Income Fund | Xxxxxx Ohio Tax Exempt Income Fund | May 31 |
| Xxxxxx Pennsylvania Tax Exempt Income Fund | Xxxxxx Pennsylvania Tax Exempt Income Fund | May 31 |
| Xxxxxx Tax Exempt Income Fund | Xxxxxx Tax Exempt Income Fund | September 30 |
| Xxxxxx Tax-Free Income Trust | Xxxxxx AMT-Free Municipal Fund | July 31 |
| Xxxxxx Tax-Free High Yield Fund | July 31 | |
| Xxxxxx U.S. Government Income Trust | Xxxxxx U.S. Government Income Trust | September 30 |
| Xxxxxx Variable Trust | Xxxxxx VT Absolute Return 500 Fund | December 31 |
| Xxxxxx VT American Government Income Fund | December 31 | |
| Xxxxxx VT Capital Opportunities Fund | December 31 | |
| Xxxxxx VT Diversified Income Fund | December 31 | |
| Xxxxxx VT Equity Income Fund | December 31 | |
| Xxxxxx VT Global Asset Allocation Fund | December 31 | |
| Xxxxxx VT Global Equity Fund | December 31 | |
| Xxxxxx VT Global Health Care Fund | December 31 | |
| Xxxxxx VT Global Utilities Fund | December 31 | |
| Xxxxxx VT Growth And Income Fund | December 31 | |
| Xxxxxx VT Growth Opportunities Fund | December 31 | |
| Xxxxxx VT High Yield Fund | December 31 | |
| Xxxxxx VT Income Fund | December 31 | |
| Xxxxxx VT International Equity Fund | December 31 | |
| Xxxxxx VT International Growth Fund | December 31 | |
| Xxxxxx VT International Value Fund | December 31 | |
| Xxxxxx VT Investors Fund | December 31 | |
| Xxxxxx VT Government Money Market Fund | December 31 | |
| Xxxxxx VT Multi-Cap Growth Fund | December 31 | |
| Xxxxxx VT Multi-Cap Value Fund | December 31 | |
| Xxxxxx VT Research Fund | December 31 | |
| Xxxxxx VT Small Cap Value Fund | December 31 | |
| Xxxxxx VT Xxxxxx Xxxxxx Balanced Fund | December 31 | |
| Xxxxxx VT Voyager Fund | December 31 | |
| Xxxxxx Voyager Fund | Xxxxxx Voyager Fund | July 31 |
| Xxxxxx Xxxxxx Balanced Fund | Xxxxxx Xxxxxx Balanced Fund | July 31 |
| The Xxxxxx Fund for Growth and Income | The Xxxxxx Fund for Growth and Income | October 31 |
Schedule A
List of Companies
Xxxxxx American Government Income Fund
Xxxxxx Arizona Tax Exempt Income Fund
Xxxxxx Asset Allocation Funds
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
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
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 (closed-end 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-Free Income Trust
Xxxxxx U.S. Government Income Trust
Xxxxxx Variable Trust
Xxxxxx Voyager Fund
Xxxxxx Xxxxxx Balanced Fund
The Xxxxxx Fund for Growth and Income
