FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

 

Exhibit 8(c)(5)

 

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

 

THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Restated Credit Agreement”), dated as of November 26, 2004 among certain borrowers set forth on the signature pages hereto (each, a “Borrower”), the various financial institutions parties to this Restated Credit Agreement (collectively, the “Banks”), PNC Bank, National Association, as syndication agent and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA) as administrative agent.

 

WHEREAS, the Borrowers, the Banks, the Administrative Agent and various other agents entered into a Fourth Amended and Restated Credit Agreement dated as of November 28, 2003, which amended a Third Amended and Restated Credit Agreement dated as of November 29, 2002, which amended the Second Amended and Restated Credit Agreement dated as of November 30, 2001, which amended the Amended and Restated Credit Agreement dated as of December 1, 2000, among certain Borrowers and certain Banks (as amended and restated, the “Credit Agreement”; terms defined in the Credit Agreement are, unless otherwise defined or the context otherwise requires, used herein as defined therein); and

 

WHEREAS, the parties hereto desire to amend and restate the Credit Agreement in its entirety as hereinafter set forth;

 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

 

SECTION 1: AMENDMENT. Effective as of the date hereof, the Credit Agreement shall be amended in accordance with Sections 1.1 through 1.12 below.

 

1.1 Definition. The definition of “Administrative Agent” in Section 1.1 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting in lieu thereof:

 

“Administrative Agent” means JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA) acting as Administrative Agent for the Banks and any successor thereof.

 

1.2 References to Bank One, NA. All other references in the Credit Agreement and the other Loan Documents to “Bank One, NA” or “Bank One” are hereby amended to read: “JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA)”.

 

1.3 Definition. The definition of “Termination Date” in Section 1.1 of the Credit Agreement is hereby amended by the deletion of the date “November 26, 2004” and the substitution of the date “November 23, 2005.”

 

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1.4 Definition. The definition of “Commitment Amount” in Section 1.1 of the Credit Agreement is hereby amended by the deletion of the figure “1,000,000,000” in the last sentence thereof and the substitution of the figure “$500,000,000.”

 

1.5 Commitment Fee. Section 2.10(a) of the Credit Agreement is hereby amended by the deletion of the percentage “0.09%” in the first sentence thereof and the substitution of the percentage “0.07%”.

 

1.6 Information. Section 5.1 of the Credit Agreement is hereby amended by inserting the following paragraph at the end thereof:

 

Information required to be delivered pursuant to clauses (a), (b),(e) or (g) above shall be deemed to have been delivered on the earliest date on which the Borrower has either (i) posted such information on the Internet at ▇▇▇.▇▇▇▇.▇▇.▇▇▇/▇▇▇ (or any successor or replacement website thereof) or at another website identified in notice to the Administrative Agent or (ii) filed such information with the U.S. Securities and Exchange Commission via ▇▇▇▇▇.

 

1.7 Notices. Section 8.1 of the Credit Agreement is hereby amended by inserting the following clause at the beginning thereof: “Except as otherwise provided in Section 5.1,”.

 

1.8 USA Patriot Act. Article VIII of the Credit Agreement is hereby amended by the addition of the following at the end:

 

8.13 USA PATRIOT Act. Each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

 

1.9 New Borrowers. Each of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Series Funds, Inc. (“MLVS”), not in its individual capacity, but on behalf of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Growth V.I. Fund and ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Value V.I. Fund (collectively, the “MLVS Borrowers”); (ii) Quantitative Master Series Trust (“QMST”), not in its individual capacity, but on behalf of Master Enhanced Small Cap Series (the “QMST Borrower”); (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ Municipal Bond Fund, Inc. (“MLMBF”) not in its individual capacity, but on behalf of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Municipal Bond Fund, Inc.-The Limited Maturity Portfolio (the “MLMBF Borrower”); (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇ Principal Protected Trust (“MLPPT”), not in its individual capacity, but on behalf of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Basic Value Principal Protected Fund and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Fundamental Growth Principal Protected Fund (collectively, the “MLPPT Borrowers”); (v) Master Real Investment Trust in its individual capacity (the “MRIT Borrower”); and (vi) Master Inflation Protected Trust in its individual capacity (the “MIPT Borrower”; and collectively with the MLVS Borrowers, the QMST Borrower, the MLMBF Borrower, the MLPPT Borrowers and the MRIT Borrower, the “New Borrowers”), by its execution of this Restated Credit Agreement hereby, agrees, represents and warrants solely with respect to itself that, as of the date hereof and after giving effect hereto:

 

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(a)

it (or, with respect to MLVS, QMST, MLMBF and MLPPT, each New Borrower on whose behalf it acts) shall be a Borrower under the Credit Agreement;

 

(b)

it (or, with respect to MLVS, QMST, MLMBF and MLPPT, each New Borrower on whose behalf it acts) shall be bound by the terms and conditions of the Credit Agreement as a Borrower;

 

(c)

the representations and warranties set forth in Article IV of the Credit Agreement with respect to it (or, with respect to MLVS, QMST, MLMBF and MLPPT, each New Borrower on whose behalf it acts) are true and correct;

 

(d)

it (or, with respect to MLVS, QMST, MLMBF and MLPPT, each New Borrower on whose behalf it acts) is in compliance in all material respects with all of the terms and provisions set forth in the Credit Agreement on its part to be observed or performed; and

 

(e)

no Default or Event of Default with respect to it (or, with respect to MLVS, QMST, MLMBF and MLPPT, each New Borrower on whose behalf it acts) has occurred and be continuing.

 

1.10 Schedule 1. Schedule 1 to the Credit Agreement is hereby amended to state as set forth as Schedule 1 to this Restated Credit Agreement.

 

1.11 Schedule 4.9. Schedule 4.9 to the Credit Agreement is hereby amended to state as set forth as Schedule 4.9 to this Restated Credit Agreement.

 

1.12 Schedule 5.20. Schedule 5.20 to the Credit Agreement is hereby amended to state as set forth as Schedule 5.20 to this Restated Credit Agreement.

 

SECTION 2: CONDITIONS PRECEDENT. This Restated Credit Agreement shall become effective when each of the conditions precedent set forth in this Section 2 shall have been satisfied.

 

2.1 Receipt of Amendment. This Restated Credit Agreement shall have been duly executed by the Borrowers, the Administrative Agent and the Banks.

 

2.2 Receipt of Other Documents. The Administrative Agent shall have received from each New Borrower a manually signed certificate from the Secretary of such New Borrower, in form and substance satisfactory to the Administrative Agent and dated the date of this Restated Credit Agreement, as to (i) the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories of such New Borrower, and (ii) certifying and attaching copies of (A) such New Borrower’s Organization Documents as then in effect, (B) duly authorized resolutions of such New Borrower’s board of directors or trustees authorizing the transactions contemplated hereby, (C) the Prospectus of such New Borrower and (D) all amendments to such New Borrower’s investment objectives, policies and restrictions since the date of such Prospectus.

 

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2.3 Opinion of Counsel. The Administrative Agent shall have received from each Borrower an opinion of counsel to the Borrowers in form satisfactory to the Administrative Agent; provided that only limited opinions shall be provided with respect to Borrowers who are not New Borrowers as previously agreed upon between the Adviser and the Administrative Agent.

 

2.4 Compliance with Warranties, No Default, etc. Both before and after giving effect to the effectiveness of this Restated Credit Agreement, the following statements by each Borrower and, to the extent such Borrower is a series of a Trust or a Maryland corporation, such Trust or Maryland corporation, not in its individual capacity, but on behalf of such Borrower, shall be true and correct (and each Borrower, and, to the extent such Borrower is a series of a trust or a Maryland corporation, such Trust or Maryland corporation, not in its individual capacity, but on behalf of such Borrower, by its execution of this Restated Credit Agreement, hereby severally represents and warrants to the Banks with respect to itself that such statements are true and correct as at such times):

 

(a) the representations and warranties with respect to such Borrower set forth in Article IV of the Credit Agreement, as amended and restated hereby, shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and

 

(b) no Default or Event of Default shall have then occurred and be continuing with respect to such Borrower.

 

2.5 Receipt of Allocation Notice. The Administrative Agent shall have received an Allocation Notice from the Borrowers.

 

SECTION 3: REPRESENTATIONS AND WARRANTIES. To induce the Banks to enter into this Restated Credit Agreement, each Borrower and, to the extent such Borrower is a series of a Trust or a Maryland corporation, such Trust or Maryland corporation, not in its individual capacity, but on behalf of such Borrower, severally represents and warrants with respect to itself to each Bank as follows:

 

3.1 Due Authorization, Non-Contravention, etc. The execution, delivery and performance by such Borrower or, to the extent such Borrower is a series of a Trust or a Maryland corporation, such Trust or Maryland corporation on behalf of such Borrower, of this Restated Credit Agreement is within such Borrower’s, or to the extent such Borrower is a series of a Trust or a Maryland corporation, such Trust’s or such Maryland corporation’s trust or corporate powers, as the case may be, have been duly authorized by all necessary trust or corporate action, as applicable, on the part of such Borrower or, to the extent such Borrower is a series of a Trust or Maryland corporation, such Trust or such Maryland corporation, and do not:

 

(a) conflict with such Borrower’s, or to the extent such Borrower is a series of a Trust or a Maryland corporation, such Trust’s or Maryland corporation’s, Organization Documents;

 

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(b) conflict with the most recent Prospectus or the most recent SAI (if applicable) of, any law applicable to, material agreement binding upon, or court or administrative order or decree applicable to, such Borrower; or

 

(c) result in, or require the creation or imposition of, any Lien on any of such Borrower’s assets.

 

3.2 Government Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person is required for the due execution, delivery or performance of this Restated Credit Agreement by such Borrower, or to the extent Borrower is a series of a Trust or a Maryland corporation, such Trust or such Maryland corporation.

 

3.3 Validity, etc. This Restated Credit Agreement constitutes the legal, valid and binding obligation of such Borrower enforceable in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

 

SECTION 4: MISCELLANEOUS.

 

4.1 Amendment and Restatement. Upon the effectiveness hereof, the Credit Agreement shall be restated in its entirety to read as set forth in the Credit Agreement, as amended hereby, and all rights and obligations of the parties shall be as set forth in the Restated Credit Agreement as amended and restated hereby (except that any provision of the Credit Agreement which by its terms survives termination thereof shall remain in full force and effect).

 

4.2 Payment of Costs and Expenses. Each Borrower severally agrees to pay on demand its pro rata share of all reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent) in connection with the negotiation, preparation, execution and delivery of this Restated Credit Agreement.

 

4.3 Severability. Any provision of this Restated Credit Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Restated Credit Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

 

4.4 Headings. The various headings of this Restated Credit Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Restated Credit Agreement or any provisions hereof.

 

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4.5 Execution in Counterparts. This Restated Credit Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

 

4.6 Governing Law. THIS RESTATED CREDIT AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

 

4.7 Successors and Assigns. This Restated Credit Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

 

[Remainder of this page intentionally left blank; signature pages to follow.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Restated Credit Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

 

 

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Schedule 1

 

ADDRESSES FOR NOTICES AND

COMMITMENT AMOUNTS

 

JPMorgan Chase Bank, N.A. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇   Attention: ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇   Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇		Commitment Amount: $90,000,000 Commitment Percentage: 18%
ABN AMRO Bank N.V. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇   Attention: ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇   Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇		Commitment Amount: $25,000,000 Commitment Percentage: 5%
The Bank of New York ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇   Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇   Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇		Commitment Amount: $40,000,000 Commitment Percentage: 8%
BNP Paribas ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇   Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇   Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇		Commitment Amount: $25,000,000 Commitment Percentage: 5%

 

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HSBC Bank USA ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇   Attention: Mr. ▇▇▇▇ ▇▇▇▇▇   Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇		Commitment Amount: $25,000,000 Commitment Percentage: 5%
Bank of America, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇   Attention: ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇   Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇		Commitment Amount: $25,000,000 Commitment Package: 5%
▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇   Attention: Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇   Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇		Commitment Amount: $25,000,000 Commitment Percentage: 5%

 

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Mellon Bank, N.A. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇   Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇   Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇		Commitment Amount: $25,000,000 Commitment Percentage: 5%
State Street Bank and Trust Company Mutual Fund Lending Lafayette Corporate Center ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇   Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇   Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇		Commitment Amount: $40,000,000 Commitment Percentage: 8%
PNC Bank, National Association ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇   Attention: ▇▇▇ ▇▇▇▇▇   Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇		Commitment Amount: $65,000,000 Commitment Percentage: 13%
Danske Bank A/S ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇   Attention: ▇▇▇▇▇▇ Neofitides   Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇		Commitment Amount: $25,000,000 Commitment Percentage: 5%

 

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Lloyds TSB Bank, plc ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇   Attention: Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇   Telephone: (▇▇▇) ▇▇▇ ▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇ ▇▇▇▇		Commitment Amount: $40,000,000 Commitment Percentage: 8%
Citibank, N.A. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇   Attention: ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇   Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇		Commitment Amount: $25,000,000 Commitment Percentage: 5%
Svenska Handelsbanken AB ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇—4th Floor New York, NY 10022   Attention: ▇▇. ▇▇▇▇▇▇ ▇▇   Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇		Commitment Amount: $25,000,000 Commitment Percentage: 5%

 

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Schedule 4.9

 

Master Senior Floating Rate Trust

 

▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Term U.S. Government Fund, Inc.

 

▇▇▇▇▇▇▇ ▇▇▇▇▇ California Municipal Series Trust,

on behalf of the following series:

*▇▇▇▇▇▇▇ ▇▇▇▇▇ California Insured Municipal Bond Fund

 

▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Government Mortgage Fund

 

▇▇▇▇▇▇▇ ▇▇▇▇▇ Multi-State Municipal Series Trust,

on behalf of each of the following series:

*▇▇▇▇▇▇▇ ▇▇▇▇▇ Florida Municipal Bond Fund

*▇▇▇▇▇▇▇ ▇▇▇▇▇ New Jersey Municipal Bond Fund

*▇▇▇▇▇▇▇ ▇▇▇▇▇ New York Municipal Bond Fund

*▇▇▇▇▇▇▇ ▇▇▇▇▇ Pennsylvania Municipal Bond Fund

 

▇▇▇▇▇▇▇ ▇▇▇▇▇ Municipal Bond Fund, Inc.,

on behalf of each of the following series:

*The Insured Portfolio

*The National Portfolio

*The Limited Maturity Portfolio

 

▇▇▇▇▇▇▇ ▇▇▇▇▇ Municipal Series Trust,

on behalf of the following series:

*▇▇▇▇▇▇▇ ▇▇▇▇▇ Municipal Intermediate Term Fund

 

▇▇▇▇▇▇▇ ▇▇▇▇▇ Series Funds, Inc.,

on behalf of the following series:

 

*Intermediate Government Bond Portfolio

 

▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Series Funds, Inc.,

on behalf of the following series:

*▇▇▇▇▇▇▇ ▇▇▇▇▇ Government Bond V.I. Fund

 

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Schedule 5.20

 

NAME OF BORROWER		NAME OF CUSTODIAN *
Maryland Corporations:
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Term U.S. Government Fund, Inc.		BONY
The Asset Program, Inc., on behalf of the following series: *▇▇▇▇▇▇▇ ▇▇▇▇▇ Mid Cap Value Opportunities Fund		BONY
▇▇▇▇▇▇▇ ▇▇▇▇▇ Balanced Capital Fund, Inc.		BONY
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Fund, Inc., on behalf of each of the following series: *High Income Portfolio *Intermediate Term Portfolio *Core Bond Portfolio		State Street
▇▇▇▇▇▇▇ ▇▇▇▇▇ Developing Capital Markets Fund, Inc.		▇▇▇▇▇ Brothers
Merrill ▇▇▇▇▇ Disciplined Equity Fund, Inc.		JPMorgan ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Fundamental Growth Fund, Inc.		JPMorgan ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Allocation Fund, Inc.		▇▇▇▇▇ Brothers
Merrill ▇▇▇▇▇ Global Growth Fund, Inc.		State Street
▇▇▇▇▇▇▇ ▇▇▇▇▇ Global SmallCap Fund, Inc.		▇▇▇▇▇ Brothers
Merrill ▇▇▇▇▇ Global Technology Fund, Inc.		▇▇▇▇▇ Brothers
Merrill ▇▇▇▇▇ Utilities and Telecommunications Fund, Inc.		JPMorgan ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Value Fund, Inc.		▇▇▇▇▇ Brothers
Merrill ▇▇▇▇▇ Healthcare Fund, Inc.		JPMorgan ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Latin America Fund, Inc.		▇▇▇▇▇ Brothers

 

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Schedule 5.20

 

NAME OF BORROWER		NAME OF CUSTODIAN *
▇▇▇▇▇▇▇ ▇▇▇▇▇ Municipal Bond Fund, Inc., on behalf of each of the following series: *The Insured Portfolio *The National Portfolio *The Limited Maturity Portfolio		BONY
▇▇▇▇▇▇▇ ▇▇▇▇▇ Pacific Fund, Inc.		▇▇▇▇▇ Brothers
Merrill ▇▇▇▇▇ Focus Value Fund, Inc.		JPMorgan ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Series Fund, Inc., on behalf of each of the following series: *▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Core Strategy Portfolio *▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Allocation Strategy Portfolio *▇▇▇▇▇▇▇ ▇▇▇▇▇ Fundamental Growth Strategy Portfolio *High Yield Portfolio *Intermediate Government Bond Portfolio *▇▇▇▇▇▇▇ ▇▇▇▇▇ Core Bond Strategy Portfolio *▇▇▇▇▇▇▇ ▇▇▇▇▇ Balanced Capital Strategy Portfolio		BONY
▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Series Funds, Inc., on behalf of each of the following series: *▇▇▇▇▇▇▇ ▇▇▇▇▇ American Balanced V.I. Fund *▇▇▇▇▇▇▇ ▇▇▇▇▇ Basic Value V.I. Fund *▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Growth V.I. Fund *▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Allocation V.I. Fund *▇▇▇▇▇▇▇ ▇▇▇▇▇ Utilities and Telecommunications V.I. Fund *▇▇▇▇▇▇▇ ▇▇▇▇▇ Government Bond V.I. Fund *▇▇▇▇▇▇▇ ▇▇▇▇▇ Index 500 V.I. Fund *▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Core V.I. Fund *▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Value V.I. Fund *▇▇▇▇▇▇▇ ▇▇▇▇▇ High Current Income V.I. Fund *▇▇▇▇▇▇▇ ▇▇▇▇▇ Core Bond V.I. Fund *▇▇▇▇▇▇▇ ▇▇▇▇▇ Fundamental Growth V.I. Fund * ▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Value V.I. Fund (to be renamed ▇▇▇▇▇▇▇ ▇▇▇▇▇ Value Opportunities V.I. Fund)		All BONY except as noted.
*▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Growth V.I. Fund		▇▇▇▇▇ Brothers
*▇▇▇▇▇▇▇ ▇▇▇▇▇ International Value V.I. Fund		▇▇▇▇▇ Brothers
Merrill ▇▇▇▇▇ World Income Fund, Inc.		State Street

 

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Schedule 5.20

 

NAME OF BORROWER		NAME OF CUSTODIAN *
Massachusetts Business Trusts:
▇▇▇▇▇▇▇ ▇▇▇▇▇ California Municipal Series Trust, on behalf of the following series: *▇▇▇▇▇▇▇ ▇▇▇▇▇ California Insured Municipal Bond Fund		BONY
▇▇▇▇▇▇▇ ▇▇▇▇▇ EuroFund		▇▇▇▇▇ Brothers
Merrill ▇▇▇▇▇ U.S. Government Mortgage Fund		BONY
▇▇▇▇▇▇▇ ▇▇▇▇▇ Natural Resources Trust		BONY
▇▇▇▇▇▇▇ ▇▇▇▇▇ Multi-State Municipal Series Trust, on behalf of each of the following series: *▇▇▇▇▇▇▇ ▇▇▇▇▇ Florida Municipal Bond Fund *▇▇▇▇▇▇▇ ▇▇▇▇▇ New Jersey Municipal Bond Fund *▇▇▇▇▇▇▇ ▇▇▇▇▇ New York Municipal Bond Fund *▇▇▇▇▇▇▇ ▇▇▇▇▇ Pennsylvania Municipal Bond Fund		State Street
▇▇▇▇▇▇▇ ▇▇▇▇▇ Municipal Series Trust, on behalf of the following series: *▇▇▇▇▇▇▇ ▇▇▇▇▇ Municipal Intermediate Term Fund		State Street
▇▇▇▇▇▇▇ ▇▇▇▇▇ Equity Dividend Fund		State Street
Mercury Funds II, on behalf of the following series: *▇▇▇▇▇▇▇ ▇▇▇▇▇ International Value Fund		▇▇▇▇▇ Brothers
Delaware Business Trusts:
Global Financial Services Master Trust, on behalf of the following series: *Global Financial Services Portfolio		▇▇▇▇▇ Brothers

 

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Schedule 5.20

 

NAME OF BORROWER		NAME OF CUSTODIAN *
Quantitative Master Series Trust on behalf of each of the following series: *Master Aggregate Bond Index Series *Master S&P 500 Index Series *Master Small Cap Index Series		All ▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Custody except as noted
*Master Enhanced International Series		JPMorgan Chase
*Master International (Cap Weighted) Series		JPMorgan Chase
*Master Enhanced S&P 500 Series		JPMorgan Chase
*Master Extended Market Index Series		JPMorgan Chase
*Master Mid Cap Index Series		JPMorgan Chase
*Master Enhanced Small Cap Series		JPMorgan Chase
Master Basic Value Trust		BONY
Master Focus Twenty Trust		BONY
Master Senior Floating Rate Trust		BONY
Master Value Opportunities Trust		BONY
Master U.S. High Yield Trust		State Street
Mercury Master Trust, on behalf of each of the following series: *▇▇▇▇▇▇▇ ▇▇▇▇▇ Master International Portfolio		▇▇▇▇▇ Brothers
* ▇▇▇▇▇▇▇ ▇▇▇▇▇ Master Small Cap Growth Portfolio
Master Large Cap Series Trust, on behalf of each of the following series: *Master Large Cap Core Portfolio *Master Large Cap Growth Portfolio *Master Large Cap Value Portfolio		▇▇▇▇▇ Brothers
Master Real Estate Investment Trust		BONY
Master Inflation Protected Trust		BONY
▇▇▇▇▇▇▇ ▇▇▇▇▇ Principal Protected Trust, on behalf of each of the following series: *▇▇▇▇▇▇▇ ▇▇▇▇▇ Basic Value Principal Protected Fund *▇▇▇▇▇▇▇ ▇▇▇▇▇ Fundamental Growth Principal Protected Fund		▇▇▇▇▇ Brothers
Fund Asset Management Master Trust, on behalf of the following series: *Low Duration Master Portfolio		▇▇▇▇▇ Brothers

 

*

 

1.	“BONY” = The Bank of New York

 

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Schedule 5.20

 

2.	“▇▇▇▇▇ Brothers” = ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co.

 

3.	“JPMorgan Chase” = JPMorgan Chase Bank, N.A.

 

4.	“State Street” = State Street Bank and Trust Company

 

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