EX-99.H OTH MAT CONT 11 a_nf79mod10.htm a_nf79mod10.htm

[Graphic omitted: STATE STREET LOGO]

May 29, 2015 

 

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 
               and Compliance Liaison 
 
        RE: Ninth Amendment to Putnam Funds Committed 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 $392,500,000 committed, unsecured line of credit (the “Committed Line”). The obligations of the Borrowers arising under the Committed Line are evidenced by an amended and restated promissory note in the original principal amount of $392,500,000, dated June 27, 2014, 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 “Existing 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 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. Putnam Mortgage Opportunities Fund, a newly established portfolio series of Putnam Funds Trust (the “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. Putnam Funds Trust, for and on behalf of Putnam Mortgage Opportunities 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. Section II(5)(a) of the Loan Agreement is hereby amended by deleting the following therefrom: “4 Copley Place, 5th” and substituting the following therefor: “2 Copley Place, 3rd.”


May 29, 2015
Page 2

3. 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 Fund as described in paragraph 1.

4. Exhibit B attached to the Loan Agreement is hereby deleted in its entirety and the Exhibit B attached hereto is substituted therefor.

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 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 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 Massachusetts. Notice is hereby given, and it is expressly agreed, that the obligations of any

 


May 29, 2015
Page 3

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 Borrower 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: /s/ Janet B. Nolin 
            Janet B. Nolin 
            Vice President 

 

Acknowledged and Accepted: 
 
PUTNAM AMERICAN GOVERNMENT INCOME FUND 
PUTNAM ARIZONA TAX EXEMPT INCOME FUND 
 
PUTNAM ASSET ALLOCATION FUNDS, on behalf of 
its fund series as listed in Appendix I attached hereto 
 
PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND 
PUTNAM CONVERTIBLE SECURITIES FUND 
PUTNAM DIVERSIFIED INCOME TRUST 
PUTNAM EQUITY INCOME FUND 
PUTNAM EUROPE EQUITY FUND 
 
PUTNAM FUNDS TRUST, on behalf of 
its fund series as listed in Appendix I attached hereto 
 
PUTNAM GLOBAL EQUITY FUND 
PUTNAM GLOBAL HEALTH CARE FUND 
PUTNAM GLOBAL INCOME TRUST 
PUTNAM GLOBAL NATURAL RESOURCES FUND 
PUTNAM GLOBAL UTILITIES FUND 
PUTNAM HIGH YIELD ADVANTAGE FUND 
PUTNAM HIGH YIELD TRUST 
PUTNAM INCOME FUND 
PUTNAM INTERNATIONAL EQUITY FUND 
 
PUTNAM INVESTMENT FUNDS, on behalf of 
its fund series as listed in Appendix I attached hereto 
 
PUTNAM INVESTORS FUND 
PUTNAM MASSACHUSETTS TAX EXEMPT INCOME FUND 
PUTNAM MICHIGAN TAX EXEMPT INCOME FUND 
PUTNAM MINNESOTA TAX EXEMPT INCOME FUND 
PUTNAM MONEY MARKET FUND 
PUTNAM MORTGAGE RECOVERY FUND 
PUTNAM MULTI-CAP GROWTH FUND 
PUTNAM NEW JERSEY TAX EXEMPT INCOME FUND 

 

 


May 29, 2015
Page 5

PUTNAM NEW YORK TAX EXEMPT INCOME FUND 
PUTNAM OHIO TAX EXEMPT INCOME FUND 
PUTNAM PENNSYLVANIA TAX EXEMPT INCOME FUND 
PUTNAM TAX EXEMPT INCOME FUND 
PUTNAM TAX EXEMPT MONEY MARKET FUND 
 
PUTNAM TAX-FREE INCOME TRUST, on behalf of 
its fund series as listed in Appendix I attached hereto 
 
PUTNAM US GOVERNMENT INCOME TRUST 
 
PUTNAM VARIABLE TRUST, on behalf of 
its fund series as listed in Appendix I attached hereto 
 
PUTNAM VOYAGER FUND 
GEORGE PUTNAM BALANCED FUND (formerly THE GEORGE PUTNAM FUND OF 
BOSTON d/b/a GEORGE PUTNAM BALANCED FUND) 
THE PUTNAM FUND FOR GROWTH AND INCOME 

 

By: /s/ Jonathan S. Horwitz 
      Jonathan S. Horwitz 
      Executive Vice President, Principal Executive Officer and 
      Compliance Liaison, of each of the foregoing 

 

Acknowledged: 
 
STATE STREET BANK AND TRUST COMPANY, 
as Custodian 
 
By: /s/ Gunjan Kedia 
Name: Gunjan Kedia 
Title: Executive Vice President 

 

 


APPENDIX I 
 
List of Borrowers and Funds 
 
 
PUTNAM AMERICAN GOVERNMENT INCOME FUND 
PUTNAM ARIZONA TAX EXEMPT INCOME FUND 
 
PUTNAM ASSET ALLOCATION FUNDS 
on behalf of: 
Putnam Dynamic Asset Allocation Balanced Fund 
Putnam Dynamic Asset Allocation Conservative Fund 
Putnam Dynamic Asset Allocation Growth Fund 
 
PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND 
PUTNAM CONVERTIBLE SECURITIES FUND 
PUTNAM DIVERSIFIED INCOME TRUST 
PUTNAM EQUITY INCOME FUND 
PUTNAM EUROPE EQUITY FUND 
 
PUTNAM FUNDS TRUST 
on behalf of: 
Putnam Absolute Return 100 Fund 
Putnam Absolute Return 300 Fund 
Putnam Absolute Return 500 Fund 
Putnam Absolute Return 700 Fund 
Putnam Asia Pacific Equity Fund 
Putnam Dynamic Asset Allocation Equity Fund 
Putnam Capital Spectrum Fund 
Putnam Dynamic Risk Allocation Fund 
Putnam Emerging Markets Equity Fund 
Putnam Emerging Markets Income Fund 
Putnam Equity Spectrum Fund 
Putnam Floating Rate Income Fund 
Putnam Global Consumer Fund 
Putnam Global Dividend Fund 
Putnam Global Energy Fund 
Putnam Global Financials Fund 
Putnam Global Industrials Fund 
Putnam Global Technology Fund 
Putnam Global Telecommunications Fund 
Putnam Intermediate-Term Municipal Income Fund 
Putnam International Value Fund 
Putnam Low Volatility Equity Fund 
Putnam Mortgage Opportunities Fund 
Putnam Multi-Cap Core Fund 
Putnam Retirement Income Fund Lifestyle 2 
Putnam Retirement Income Fund Lifestyle 3 
Putnam Short Duration Income Fund 
Putnam Short-Term Municipal Income Fund 
Putnam Small Cap Growth Fund 
Putnam Strategic Volatility Equity Fund 
 
PUTNAM GLOBAL EQUITY FUND 

 

 


PUTNAM GLOBAL HEALTH CARE FUND 
PUTNAM GLOBAL INCOME TRUST 
PUTNAM GLOBAL NATURAL RESOURCES FUND 
PUTNAM GLOBAL UTILITIES FUND 
PUTNAM HIGH YIELD ADVANTAGE FUND 
PUTNAM HIGH YIELD TRUST 
PUTNAM INCOME FUND 
PUTNAM INTERNATIONAL EQUITY FUND 
 
PUTNAM INVESTMENT FUNDS 
on behalf of: 
Putnam Capital Opportunities Fund 
Putnam Growth Opportunities Fund 
Putnam International Capital Opportunities Fund 
Putnam International Growth Fund 
Putnam Multi-Cap Value Fund 
Putnam Research Fund 
Putnam Small Cap Value Fund 
 
PUTNAM INVESTORS FUND 
PUTNAM MASSACHUSETTS TAX EXEMPT INCOME 
FUND 
PUTNAM MICHIGAN TAX EXEMPT INCOME FUND 
PUTNAM MINNESOTA TAX EXEMPT INCOME FUND 
PUTNAM MONEY MARKET FUND 
PUTNAM MORTGAGE RECOVERY FUND 
PUTNAM MULTI-CAP GROWTH FUND 
PUTNAM NEW JERSEY TAX EXEMPT INCOME FUND 
PUTNAM NEW YORK TAX EXEMPT INCOME FUND 
PUTNAM OHIO TAX EXEMPT INCOME FUND 
PUTNAM PENNSYLVANIA TAX EXEMPT INCOME 
FUND 
PUTNAM TAX EXEMPT INCOME FUND 
PUTNAM TAX EXEMPT MONEY MARKET FUND 
 
PUTNAM TAX-FREE INCOME TRUST 
on behalf of: 
Putnam AMT-Free Municipal Fund 
Putnam Tax-Free High Yield Fund 
 
PUTNAM US GOVERNMENT INCOME TRUST 
 
PUTNAM VARIABLE TRUST 
on behalf of: 
Putnam VT Absolute Return 500 Fund 
Putnam VT American Government Income Fund 
Putnam VT Capital Opportunities Fund 
Putnam VT Diversified Income Fund 
Putnam VT Equity Income Fund 
Putnam VT Global Asset Allocation Fund 
Putnam VT Global Equity Fund 

 


Putnam VT Global Health Care Fund 
Putnam VT Global Utilities Fund 
Putnam VT Growth and Income Fund 
Putnam VT Growth Opportunities Fund 
Putnam VT High Yield Fund 
Putnam VT Income Fund 
Putnam VT International Equity Fund 
Putnam VT International Growth Fund 
Putnam VT International Value Fund 
Putnam VT Investors Fund 
Putnam VT Money Market Fund 
Putnam VT Multi-Cap Growth Fund 
Putnam VT Multi-Cap Value Fund 
Putnam VT Research Fund 
Putnam VT Small Cap Value Fund 
Putnam VT George Putnam Balanced Fund 
Putnam VT Voyager Fund 

 

PUTNAM VOYAGER FUND 
GEORGE PUTNAM BALANCED FUND (formerly THE 
GEORGE PUTNAM FUND OF BOSTON 
  d/b/a GEORGE PUTNAM BALANCED FUND) 
THE PUTNAM FUND FOR GROWTH AND INCOME 

 


  EXHIBIT B
 
  ADVANCE/PAYDOWN
  REQUEST FORM
  (COMMITTED LINE)
DATE:     
 
TO:  STATE STREET BANK AND TRUST COMPANY 
 
ATTN:  LOAN OPERATIONS CUSTOMER SERVICE UNIT 
  telephone 617-662-8574 or 617-662-8588; fax 617-988-6677 
 
FROM:    [BORROWER][ on behalf of [FUND]] 
 
  (Fund # ___________)   (DDA # ____________)

 

In connection with the letter agreement dated July 6, 2010 and related documents currently in effect with State Street Bank and Trust Company (as amended, collectively, the “Agreement”), please increase/reduce (circle one) the outstanding balance on behalf of the above-indicated Fund by $__________. Any requested Loan should be recorded on the books of the Fund with the Bank and interest payable to the Bank should be recorded at the agreed upon rate.

1. This request is (check one): ___ Loan Advance ____ Paydown ____ Overnight Rollover ___

2. The proceeds of any requested Loan shall be used only to the extent consistent with and not prohibited by the Prospectus, the terms of the Agreement and applicable laws and regulations, including, without limitation, Federal Reserve Regulation U, and no Default of Event of Default has occurred under the Agreement.

4. All of the representations and warranties of the undersigned Borrower and Fund set forth in Section II(2) of the Agreement are true and correct on and as of the date hereof.

5. Each of the Borrower and the Fund is in compliance with all the terms and conditions in the Agreement (including the Maximum Amount and other borrowing limitations thereunder) and will remain in compliance therewith after giving effect to the making of any requested Loan.

6. The following amounts and statements are true in connection with any requested Loan:

(a) Adjusted Net Assets of the Fund:   
 
(i) Total Assets of the Fund  $_____________ 
(ii) Total Liabilities (excluding Indebtedness   
for borrowed money) of the Fund1  $_____________ 
(iii) item (a)(i) less item (a)(ii)  $_____________ 
 
(b) 33-1/3% of item (a)(iii)  $_____________ 
 
(c) (i) Beginning Loan Balance:  $_____________ 
_________________________


1 For purposes of calculating Adjusted Net Assets for any Fund, the amount of any liability included in Total Liabilities shall be equal to the greater of (i) the outstanding amount of such liability and (ii) the fair market value of all assets pledged or otherwise segregated to secure such liability.

 

 


(ii) Paydown Amount (if any):  $_____________ 
(iii) Requested Loan (if any)  $_____________ 
(iv) Requested Loans Balance ((i)   
minus (ii) or (i) plus (iii)):  $_____________ 
 
 
(d) The aggregate outstanding principal amount of   
Indebtedness for borrowed money of the Fund other   
than the Loans as of the date hereof (including any   
loans under the separate Uncommitted Line and   
including any Interfund Loans)  $_____________ 
 
(e) Total Indebtedness for borrowed money ((c)(iv) plus (d)):  $_____________ 

 

7. The amount set forth in 6(e) above does not exceed the lesser of (a) the amount set forth in 6(b) above, or (b) the maximum amount which the relevant Fund is permitted to borrow (after taking into account all outstanding Indebtedness) pursuant to its Prospectus, the Investment Company Act or any registration made thereunder, any vote of the shareholders of the applicable Borrower or such Fund, any agreement of such Borrower or Fund with any foreign, federal, state or local securities division to which such Borrower or Fund is subject, any other applicable agreement or document to which such Borrower or Fund, is a party or any law, rule or regulation applicable to such Borrower or Fund.

8. The amount set forth in 6(c)(iv) above does not exceed the Per Fund Limit Amount (defined as the difference of (a) $200,000,000 minus (b) the aggregate principal amount of all loans, if any, outstanding to the Fund under the Uncommitted Line). The aggregate principal amount of all Loans outstanding to all Borrowers on behalf of all Funds under the Agreement (after giving effect to the amount of any requested Loan) does not exceed the Committed Line Amount.

9. The Fund for which any Loan is being requested hereby does not currently have outstanding any Interfund Loans made to such Fund as borrower which are secured by any collateral and does not currently have any outstanding Interfund Loans made by it as the lender.

10. The undersigned is a duly authorized officer of the Borrower identified above with authority to execute and deliver this document to the Bank and request the Loan described herein on behalf of the Fund identified above.

[BORROWER][, on behalf of [FUND]]

By:      ________________________________________________________________________________ 
Name: ________________________________________________________________________________ 
Title    ________________________________________________________________________________ 
Date:  ________________________________________________________________________________