RE: Second Amendment to Putnam Funds Amended and Restated Uncommitted Line of Credit Ladies and Gentlemen:
September 22, 2016
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: Second Amendment to ▇▇▇▇▇▇ Funds Amended and Restated Uncommitted Line of Credit
Ladies and Gentlemen:
Pursuant to an amended and restated letter agreement dated as of September 24, 2015 (as amended from time to time, 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 $235,500,000 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 $235,500,000, dated September 24, 2015, 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. Section I(1) of the Loan Agreement is hereby amended by deleting the first sentence in its entirety and substituting the following therefor: “The Uncommitted Line shall expire on September 21, 2017 (the “Expiration Date”), unless extended by mutual agreement of the Bank and the Borrowers or, with respect to any Fund, terminated by a Borrower on behalf of such Fund as provided herein.”
September 22, 2016
Page 2
2. Section I(5)(b) of the Loan Agreement is amended by deleting the words “▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇” in the first sentence of such Section and substituting in place thereof the words: “Channel Center – CCB0900, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇”.
3. Section II(1) of the Loan Agreement is hereby further amended by: (a) deleting the word “and” which appears at the end of Section II(1)(j); (b) deleting the period which appears at the end of Section II(1)(k) and substituting in place thereof a semicolon and the word “and”; and (c) inserting immediately after the end of Section II(1)(k), the following new paragraph (l):
(l) to provide such documents and information requested by the Bank that are required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations and related policies.
4. Section II(1) of the Loan Agreement is hereby further amended by amending and restating the first and second sentences of the standalone paragraph at the end of Section II(1) to read as follow: “Notwithstanding anything to the contrary in Section II(1)(f) above, but without in any way limiting the rights of the Bank set forth therein, unless the Bank shall request paper copies of the financial and other information otherwise required to be furnished by the Borrowers to the Bank pursuant to subsections (i), (ii) and (iii) of such Section II(1)(f) above, the Borrowers may deliver all such information to the Bank in a printable format by electronic means. The Borrowers may make such electronic delivery by: (i) sending such information as an electronic mail attachment to such electronic mail addresses as shall be designated by the Bank, as applicable; or (ii) notifying the Bank by electronic mail (to such electronic mail addresses as shall be designated by the Bank, as applicable) that the documents are available on a website accessible to the Bank and further indicating a website hyperlink directing the user directly to the referenced documents posted thereon; provided that such information shall be made available on or before the dates specified in said subsections (i), (ii) and (iii) of such Section II(1)(f) above; and provided further that the timely posting of the information required to be furnished pursuant to subsection (i) of such Section II(1)(f) above on ▇▇▇▇▇ or the website located at ▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇ shall be deemed to satisfy such Borrower’s obligation to provide notification to the Bank of the availability of such documents in accordance with clause (ii) hereof.”
5. Section II(3)(b)(i) of the Loan Agreement is hereby amended by deleting such clause in its entirety and inserting the following thereof: “(i) shall fail to perform any term, covenant or agreement contained in any of Sections II(1)(a)-(c) hereof, Sections II(1)(d)(iv)–(xiii) hereof, Section II(1)(f) hereof or in any of Sections II(1)(i)-(l) hereof; or.”
6. Section II(5)(a)(ii) of the Loan Agreement is hereby amended and restated in its entirety to read as follows: “(ii) if to the Bank to ▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President or Mutual Fund
State Street: Limited Access
September 22, 2016
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Lending Department Head at (A) if via USPS: M/S CCB0900, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-5501, (B) if via overnight courier: M/S CCB0900, State Street Bank, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or (C) if via facsimile: (▇▇▇) ▇▇▇-▇▇▇▇.”
7. Section 16 of the Loan Agreement is hereby amended by amending and restating in its entirety subclause (ii) in the definition of “Adjusted Net Assets” to read as follows: “(ii) the fair market value of all assets pledged, hypothecated or otherwise segregated to secure such liability, provided, however, this clause (ii) shall not include any assets solely on account of such assets being subject to a first-priority lien granted in favor of State Street Bank and Trust Company as Custodian in the ordinary course of business.”
8. Each of (a) Exhibit A to the Loan Agreement and (b) the Note is hereby amended by deleting the words “▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇” in the first paragraph thereof and substituting in place thereof the words: “Channel Center – CCB0900, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇”.
9. Exhibit B to the Loan Agreement is hereby amended by adding the words “, except to the extent permitted by Section II(1)(g) of the Agreement,” after the word “collateral” in Section 9 thereof.
| II. | Closing Fee |
As a condition precedent to the effectiveness of this letter agreement, the Borrowers shall pay to the Bank a non-refundable fee of $94,200 for closing the renewal of the Uncommitted Line, which fee shall be non-refundable and deemed fully earned by the Bank upon the date of this letter agreement.
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 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
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September 22, 2016
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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 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]
State Street: Limited Access
▇▇▇▇▇▇ Uncommitted Line Second Amendment Signature Page 1
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: _/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇_________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
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
▇▇▇▇▇▇ Uncommitted Line Second Amendment Signature Page 2
▇▇▇▇▇▇ 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-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
▇▇▇▇▇▇ ▇▇▇▇▇▇ BALANCED FUND
THE ▇▇▇▇▇▇ FUND FOR GROWTH AND INCOME
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇_______________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Executive Vice President, of each of the foregoing
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 |
| ▇▇▇▇▇▇ Dynamic Asset Allocation Conservative Fund |
|
▇▇▇▇▇▇ Dynamic Asset Allocation Growth Fund
|
| ▇▇▇▇▇▇ 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 |
| ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Mortgage Opportunities Fund |
| ▇▇▇▇▇▇ Multi-Cap Core Fund |
| ▇▇▇▇▇▇ Retirement Income Fund Lifestyle 2 |
| ▇▇▇▇▇▇ Retirement Income Fund Lifestyle 3 |
|
▇▇▇▇▇▇ 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 |
| ▇▇▇▇▇▇ Government Money Market 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-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 |
| ▇▇▇▇▇▇ 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 Government Money Market Fund (f/k/a ▇▇▇▇▇▇ VT Money Market 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 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 |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ BALANCED FUND |
| THE ▇▇▇▇▇▇ FUND FOR GROWTH AND INCOME |
State Street: Limited Access