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...
[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: Xxxxxxxx X. Xxxxxxx, |
| Executive Vice President, Principal Executive Officer |
| and Compliance Liaison |
| RE: Ninth Amendment to Xxxxxx 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. Xxxxxx Mortgage Opportunities Fund, a newly established portfolio series of Xxxxxx 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. Xxxxxx Funds Trust, for and on behalf of Xxxxxx 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 Xxxxxx Place, 5th” and substituting the following therefor: “2 Xxxxxx 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 Xxxxxxxx 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/ Xxxxx X. Xxxxx | |
| 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 |
| XXXXXX MORTGAGE RECOVERY FUND |
| XXXXXX MULTI-CAP GROWTH FUND |
| XXXXXX NEW JERSEY TAX EXEMPT INCOME FUND |
May 29, 2015
Page 5
| 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 |
| XXXXXX XXXXXX BALANCED FUND (formerly THE XXXXXX XXXXXX FUND OF |
| BOSTON d/b/a XXXXXX XXXXXX BALANCED FUND) |
| THE XXXXXX FUND FOR GROWTH AND INCOME |
| By: /s/ Xxxxxxxx X. Xxxxxxx |
| Xxxxxxxx X. Xxxxxxx |
| 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/ Xxxxxx Xxxxx |
| Name: Xxxxxx Xxxxx |
| Title: Executive Vice President |
| APPENDIX I |
| List of Borrowers and Funds |
| XXXXXX AMERICAN GOVERNMENT INCOME FUND |
| XXXXXX ARIZONA TAX EXEMPT INCOME FUND |
| XXXXXX ASSET ALLOCATION FUNDS |
| on behalf of: |
| Xxxxxx Dynamic Asset Allocation Balanced Fund |
| Xxxxxx Dynamic Asset Allocation Conservative Fund |
| Xxxxxx Dynamic Asset Allocation Growth Fund |
| 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 Dynamic Asset Allocation Equity Fund |
| Xxxxxx Capital Spectrum Fund |
| Xxxxxx Dynamic Risk Allocation Fund |
| Xxxxxx Emerging Markets Equity Fund |
| Xxxxxx Emerging Markets Income Fund |
| Xxxxxx Equity Spectrum Fund |
| Xxxxxx Floating Rate Income Fund |
| Xxxxxx Global Consumer Fund |
| Xxxxxx Global Dividend Fund |
| Xxxxxx Global Energy Fund |
| Xxxxxx Global Financials Fund |
| Xxxxxx Global Industrials Fund |
| Xxxxxx Global Technology Fund |
| Xxxxxx Global Telecommunications Fund |
| Xxxxxx Intermediate-Term Municipal Income Fund |
| Xxxxxx International Value Fund |
| Xxxxxx Low Volatility Equity Fund |
| Xxxxxx Mortgage Opportunities Fund |
| Xxxxxx Multi-Cap Core Fund |
| Xxxxxx Retirement Income Fund Lifestyle 2 |
| Xxxxxx Retirement Income Fund Lifestyle 3 |
| Xxxxxx Short Duration Income Fund |
| Xxxxxx Short-Term Municipal Income Fund |
| Xxxxxx Small Cap Growth Fund |
| Xxxxxx Strategic Volatility Equity 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 |
| XXXXXX INVESTMENT FUNDS |
| on behalf of: |
| Xxxxxx Capital Opportunities Fund |
| Xxxxxx Growth Opportunities Fund |
| Xxxxxx International Capital Opportunities Fund |
| Xxxxxx International Growth Fund |
| Xxxxxx Multi-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 MORTGAGE RECOVERY 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 Absolute Return 500 Fund |
| 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 Money Market Fund |
| Xxxxxx VT Multi-Cap Growth Fund |
| Xxxxxx VT Multi-Cap Value Fund |
| Xxxxxx VT Research Fund |
| Xxxxxx VT Small Cap Value Fund |
| Xxxxxx VT Xxxxxx Xxxxxx Balanced Fund |
| Xxxxxx VT Voyager Fund |
| XXXXXX VOYAGER FUND |
| XXXXXX XXXXXX BALANCED FUND (formerly THE |
| XXXXXX XXXXXX FUND OF BOSTON |
| d/b/a XXXXXX XXXXXX BALANCED FUND) |
| THE XXXXXX 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 000-000-0000 or 000-000-0000; fax 000-000-0000 | |||||
|
| |||||
| 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 Xxxx 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: ________________________________________________________________________________ |
