RE: Second Amendment to Putnam Funds Amended and Restated Uncommitted Line of Credit
September 22, 2016
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: | Second Amendment to Xxxxxx 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 “000 Xxxxxxxxxx Xxxxxx, Xxxxx 0, Xxxxx 0, Xxxxxx, Xxxxxxxxxxxxx” in the first sentence of such Section and substituting in place thereof the words: “Channel Center – CCB0900, Xxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000”.
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 XXXXX or the website located at xxxxxx.xxx/xxxxxxxxxxxxx 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 Xxxxx X. Xxxxx, Vice President or Mutual Fund
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| September 22, 2016 Page 3 |
Lending Department Head at (A) if via USPS: M/S CCB0900, Xxx Xxxx Xxxxxx, Xxxxx Xxxxxx Xxxx, XX Xxx 0000, Xxxxxx, XX 00000-5501, (B) if via overnight courier: M/S CCB0900, State Street Bank, Xxx Xxxx Xxxxxx, Xxxxxx, XX 00000 or (C) if via facsimile: (000) 000-0000.”
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 “000 Xxxxxxxxxx Xxxxxx, Xxxxx 0, Xxxxx 0, Xxxxxx, Xxxxxxxxxxxxx 00000” in the first paragraph thereof and substituting in place thereof the words: “Channel Center – CCB0900, Xxx Xxxx Xxxxxx, Xxxxxx Xxxxxxxxxxxxx 00000”.
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 Page 4 |
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 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]
| State Street: Limited Access |
| Xxxxxx 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/ 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 Uncommitted Line Second Amendment Signature Page 2 |
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-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
THE XXXXXX FUND FOR GROWTH AND INCOME
By: /s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx
Executive Vice President, of each of the foregoing
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 Government Money Market 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-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 Government Money Market Fund (f/k/a Xxxxxx VT Money Market 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 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 |
| THE XXXXXX FUND FOR GROWTH AND INCOME |
| State Street: Limited Access |
