RE: Third Amendment to Putnam Funds Uncommitted Line of Credit Ladies and Gentlemen:
| December 15, 2011 |
| 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, |
| Treasurer and Compliance Liaison |
RE: Third Amendment to Xxxxxx Funds Uncommitted 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 $165,000,000 discretionary, uncommitted, unsecured line of credit (the “Uncommitted Line”). The obligations of the Borrowers arising under the Uncommitted Line are evidenced by a promissory note in the original principal amount of $185,000,000, dated July 1, 2011, executed by each of the Borrowers, for itself or on behalf of such designated fund series thereof, in favor of the Bank (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. Each of Xxxxxx Dynamic Risk Allocation Fund and Xxxxxx Short Duration Income Fund, newly established portfolio series of Xxxxxx Funds Trust (each, a “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 Dynamic Risk Allocation Fund and Xxxxxx Short Duration Income Fund, hereby agree 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. The Appendix I attached to each of the Loan Agreement and the Note, and the Appendix I (or other applicable schedule, appendix or exhibit designation), as applicable,
Xxxxxx Funds
_______________, 2011
Page 2
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 Funds.
II. Miscellaneous
1. Other than as expressly amended hereby, all terms and conditions of the Loan Agreement 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 each 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, the Note 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 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 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
Xxxxxx Funds
_______________, 2011
Page 3
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: 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 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
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
THE XXXXXX XXXXXX FUND OF BOSTON
d/b/a XXXXXX XXXXXX BALANCED FUND
THE XXXXXX FUND FOR GROWTH AND INCOME
| By: | Xxxxxxxx X. Xxxxxxx________ |
| Xxxxxxxx X. Xxxxxxx | |
| Executive Vice President, Principal Executive Officer, | |
| Treasurer and Compliance Liaison, of each of the foregoing |
Acknowledged:
STATE STREET BANK AND TRUST COMPANY, as Custodian
By: Xxxxxxx X. Xxxxxx______
Name: Xxxxxxx X. Xxxxxx
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 Asset Allocation: Balanced Portfolio |
| Xxxxxx Asset Allocation: Conservative Portfolio |
| Xxxxxx Asset Allocation: Growth Portfolio |
| 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 Asset Allocation: Equity Portfolio |
| Xxxxxx Capital Spectrum Fund |
| Xxxxxx Dynamic Risk Allocation Fund |
| Xxxxxx Emerging Markets Equity Fund |
| Xxxxxx Equity Spectrum Fund |
| Xxxxxx Floating Rate Income Fund |
| Xxxxxx Global Consumer Fund |
| Xxxxxx Global Energy Fund |
| Xxxxxx Global Financials Fund |
| Xxxxxx Global Industrials Fund |
| Xxxxxx Global Technology Fund |
| Xxxxxx Global Telecommunications Fund |
| Xxxxxx International Value Fund |
| Xxxxxx Multi-Cap Core Fund |
| Xxxxxx Retirement Income Fund Lifestyle 2 |
| Xxxxxx Retirement Income Fund Lifestyle 3 |
| Xxxxxx Short Duration Income Fund |
| Xxxxxx Small Cap Growth 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 |
| 2 | |
| 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 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 | |
| 3 |
| 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 |
| THE XXXXXX XXXXXX FUND OF BOSTON |
| d/b/a XXXXXX XXXXXX BALANCED FUND |
| THE XXXXXX FUND FOR GROWTH AND INCOME |
