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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/26/19 Putnam Convertible Secs Fund 485BPOS 2/28/19 8:2.7M McMunn Associates Inc/FA → Putnam Convertible Securities Fund ⇒ 8 Classes/Contracts |
Document/Exhibit Description Pages Size 1: 485BPOS Putnam Convertible Securities Fund HTML 1.60M 3: EX-99.H OTH MAT CONT Miscellaneous Exhibit HTML 81K 4: EX-99.H OTH MAT CONT Miscellaneous Exhibit HTML 30K 5: EX-99.H OTH MAT CONT Miscellaneous Exhibit HTML 44K 6: EX-99.H OTH MAT CONT Miscellaneous Exhibit HTML 11K 2: EX-99.J OTHER OPININ Miscellaneous Exhibit HTML 6K 7: EX-99.N 18F-3 PLAN Miscellaneous Exhibit HTML 64K 8: EX-99.P CODE ETH Miscellaneous Exhibit HTML 111K
EXECUTION VERSION |
AMENDMENT NO. 3 TO CREDIT AGREEMENT |
AMENDMENT NO. 3 (this “Amendment”), dated as of September 20, 2018, to the Credit Agreement, dated as of September 24, 2015, among each trust listed on Schedule A hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent, as amended, supplemented or otherwise modified by Joinder Agreement No. 1, dated as of August 29, 2016, Amendment No. 1, dated as of September 22, 2016, the notice letter, dated February 22, 2017, the notice letter, dated April 19, 2017, and Amendment No. 2, dated as of September 21, 2017 (as the same has been or may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Recitals |
I. Each term that is defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by the Credit Agreement when used herein.
II. On or before the date hereof, (i) the Company Borrower known as Putnam U.S. Government Income Trust changed its name to Putnam Mortgage Securities Fund (such Company Borrower, “PMSF”), and (ii) the Company Borrower known as Putnam Multi-Cap Growth Fund changed its name to Putnam Sustainable Leaders Fund.
III. On or before the date hereof, (i) the Company Borrower known as Putnam American Government Income Fund (“PAGI”) merged into PMSF, and (ii) the Company Borrower known as Putnam Investors Fund (“PIF”) merged into Putnam Funds Trust, and all of PIF’s assets and liabilities were assigned to, and assumed by, Putnam Multi-Cap Core Fund, a series of Putnam Funds Trust. As a result of the foregoing, each of PAGI and PIF ceased to be a “Company” and a “Company Borrower” for all purposes of the Loan Documents and are collectively referred to herein as the “Merged Company Borrowers”.
IV. On or before the date hereof (i) all of the assets and liabilities of Putnam Absolute Return 500 Fund, a series of Putnam Funds Trust (“PAR 500”) were assigned to and assumed by Putnam Absolute Return 700 Fund, a series of Putnam Funds Trust, and (ii) all of the assets and liabilities of Putnam Capital Opportunities Fund, a series of Putnam Investment Funds (“PCO”) were assigned to and assumed by Putnam Small Cap Growth Fund, a series of Putnam Funds Trust. As a result of the foregoing, each of PAR 500 and PCO ceased to be a “Fund” for all purposes of the Loan Documents, and they are collectively referred to herein as the “Merged Funds”; each of the Series Borrowers of which a Merged Fund was the Related Fund are collectively referred to herein as the “Merged Series Borrowers”.
V. As of May 18, 2018, Putnam Low Volatility Equity Fund, a series of Putnam Funds Trust (“PLVE”) was liquidated and ceased to be a “Fund” for all purposes of the Loan Documents. The Series Borrower of which PLVE was the Related Fund is referred to herein as the “Dissolved Borrower”. The Merged Company Borrowers, the Merged Series Borrowers, and the Dissolved Borrower are collectively referred to herein as “Departing Borrowers”; and each Borrower, other than a Departing Borrower, is referred to herein as an “Amendment Borrower”.
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VI. In addition to the foregoing, on or before the date hereof, each Fund listed on Schedule B changed its name as set forth on Schedule B.
VII. The Borrowers desire to amend the Credit Agreement and the Banks have agreed thereto, in each case upon the terms and conditions herein contained.
Agreements |
Accordingly, in consideration of the Recitals and the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. The defined term “Termination Date” contained in Section 1.01 of the Credit Agreement is hereby amended by replacing the date “September 20, 2018” with the date “September 19, 2019”.
2. Schedule 2 to the Credit Agreement is hereby amended and restated in its entirety in the form of Schedule 2 hereto.
3. Paragraphs 1 and 2 of this Amendment shall not be effective until the earliest date upon which each of the following conditions shall be satisfied (the “Amendment Effective Date”):
(a) the Agent shall have received from each Amendment Borrower and each Bank either (i) a counterpart of this Amendment executed on behalf of the such party or (ii) written evidence satisfactory to the Agent (which may include facsimile or electronic mail transmission (in printable format) of a signed signature page of this Amendment) that the each such party has executed a counterpart of this Amendment;
(b) the Agent shall have received from each Amendment Borrower a manually signed certificate from the Clerk, Secretary or Assistant Secretary (or other officer acceptable to the Agent) of such Amendment Borrower, dated the Amendment Effective Date, in all respects satisfactory to the Agent, (i) certifying as to the incumbency of authorized persons of each Amendment Borrower executing this Amendment, (ii) attaching true, complete and correct copies of the resolutions duly adopted by such Amendment Borrower’s Managing Body approving this Amendment and the transactions contemplated hereby, all of which are in full force and effect on the Amendment Effective Date, and (iii) certifying that such Borrower’s Charter Documents have not been amended, supplemented or otherwise modified since September 21, 2017 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification;
(c) the Agent shall have received one or more opinions of counsel to the Amendment Borrowers covering such matters related to the transactions contemplated hereby as the Agent may request, in form and substance satisfactory to the Agent;
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(d) the Agent shall have received a copy of a Federal Reserve Form FR U-1 for each Bank, duly executed and delivered by each Amendment Borrower, in form and substance acceptable to the Agent;
(e) on and as of the Amendment Effective Date, there shall be no principal, interest, fees or other amount owing (whether or not then due) by the Departing Borrowers under the Loan Documents;
(f) the Agent shall have received such information as the Agent, at the request of any Bank, shall have requested in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations and related policies; and
(g) the Agent shall have received (i) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and disbursements of counsel to the Agent) incurred in connection with the preparation, negotiation, execution and delivery of this Amendment on or prior to the Amendment Effective Date, and (ii) an upfront fee in the amount of $127,000.
4. Each Amendment Borrower (a) reaffirms and admits the validity and enforceability of each Loan Document to which it is a party and all of its obligations thereunder and agrees and admits that (i) it has no defense to any such obligation, and (ii) it shall not exercise any setoff or offset to any such obligation, and (b)(1) represents and warrants that, as of the Amendment Effective Date, no Default has occurred and is continuing, and (2) the representations and warranties by such Amendment Borrower contained in the Credit Agreement and the other Loan Documents to which it is or is becoming a party are true on and as of the Amendment Effective Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).
5. In all other respects, the Loan Documents shall remain in full force and effect, and no amendment, supplement or other modification in respect of any term or condition of any Loan Document shall be deemed to be an amendment, supplement or other modification in respect of any other term or condition contained in any Loan Document.
6. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute a single contract. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart executed and delivered (including by facsimile, or by e-mail transmission of a signed signature page of this Amendment) by the party to be charged.
7. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
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IN WITNESS WHEREOF, each party hereto has caused this Amendment No. 3 to be executed on its behalf by its duly authorized representative(s) as of the date first above written.
EACH TRUST LISTED AS A COMPANY ON | ||
SCHEDULE 2 HERETO | ||
By: /s/Jonathan Horwitz | ||
Name: Jonathan Horwitz | ||
Title: Executive Vice President |
Putnam Funds Amendment No. 3 Signature Page |
STATE STREET BANK AND TRUST | ||
COMPANY, as Agent and as a Bank | ||
By: /s/ Janet B. Nolin | ||
Name: Janet Nolin | ||
Title: Vice President |
Putnam Funds Amendment No. 3 Signature Page |
Schedule A | |
List of Companies (Prior to Giving Effect to Amendment No. 3) | |
1. | Putnam American Government Income Fund |
2. | Putnam Asset Allocation Funds |
3. | Putnam California Tax Exempt Income Fund |
4. | Putnam Convertible Securities Fund |
5. | Putnam Diversified Income Trust |
6. | Putnam Equity Income Fund |
7. | Putnam Europe Equity Fund |
8. | Putnam Funds Trust |
9. | Putnam Global Equity Fund |
10. | Putnam Global Health Care Fund |
11. | Putnam Global Income Trust |
12. | Putnam Global Natural Resources Fund |
13. | Putnam Global Utilities Fund |
14. | Putnam High Yield Fund |
15. | Putnam Income Fund |
16. | Putnam International Equity Fund |
17. | Putnam Investment Funds |
18. | Putnam Investors Fund |
19. | Putnam Massachusetts Tax Exempt Income Fund |
20. | Putnam Minnesota Tax Exempt Income Fund |
21. | Putnam Money Market Fund |
22. | Putnam Multi-Cap Growth Fund |
23. | Putnam New Jersey Tax Exempt Income Fund |
24. | Putnam New York Tax Exempt Income Fund |
25. | Putnam Ohio Tax Exempt Income Fund |
26. | Putnam Pennsylvania Tax Exempt Income Fund |
27. | Putnam Tax Exempt Income Fund |
28. | Putnam Tax-Free Income Trust |
29. | Putnam U.S. Government Income Trust |
30. | Putnam Variable Trust |
31. | George Putnam Balanced Fund |
Putnam Funds Amendment No. 3 Signature Page |
Schedule B | |
Name Change Funds | |
New Name | Previous Name |
Putnam Short Duration Bond Fund | Putnam Absolute Return 100 Fund |
Putnam Fixed Income Absolute Return Fund | Putnam Absolute Return 300 Fund |
Putnam Multi-Asset Absolute Return Fund | Putnam Absolute Return 700 Fund |
Putnam Sustainable Future Fund | Putnam Multi-Cap Value Fund |
Putnam VT Multi-Asset Absolute Return Fund | Putnam VT Absolute Return 500 Fund |
Putnam VT Mortgage Securities Fund | Putnam VT American Government Income Fund |
Putnam VT Small Cap Growth Fund | Putnam VT Capital Opportunities Fund |
Putnam VT Multi-Cap Core Fund | Putnam VT Investors Fund |
Putnam VT Sustainable Leaders Fund | Putnam VT Multi-Cap Growth Fund |
Putnam VT Sustainable Future Fund | Putnam VT Multi-Cap Value Fund |
Putnam Funds Amendment No. 3 Signature Page |
Schedule 2 | ||
List of Companies, Funds and Fiscal Year End Dates | ||
Company | Fund | Fiscal Year End Date |
Putnam Dynamic Asset | September 30 | |
Allocation Balanced Fund | ||
Putnam Asset | Putnam Dynamic Asset | September 30 |
Allocation Funds | Allocation Conservative | |
Fund | ||
Putnam Dynamic Asset | September 30 | |
Allocation Growth Fund | ||
Putnam California | Putnam California Tax Exempt | September 30 |
Tax Exempt | Income Fund | |
Income Fund | ||
Putnam Convertible | Putnam Convertible Securities | October 31 |
Securities Fund | Fund | |
Putnam Diversified | Putnam Diversified Income | September 30 |
Income Trust | Trust | |
Putnam Equity | Putnam Equity Income Fund | November 30 |
Income Fund | ||
Putnam Europe | Putnam Europe Equity Fund | June 30 |
Equity Fund | ||
Putnam Short Duration Bond | October 31 | |
Fund, f/k/a Putnam Absolute | ||
Return 100 Fund | ||
Putnam Fixed Income | October 31 | |
Absolute Return Fund, f/k/a | ||
Putnam Absolute Return 300 | ||
Fund | ||
Putnam Multi-Asset Absolute | October 31 | |
Return Fund, f/k/a Putnam | ||
Absolute Return 700 Fund | ||
Putnam Dynamic Asset | May 31 | |
Allocation Equity Fund | ||
Putnam Funds Trust | Putnam Capital Spectrum | April 30 |
Fund | ||
Putnam Dynamic Risk | May 31 | |
Allocation Fund | ||
Putnam Emerging Markets | August 31 | |
Equity Fund | ||
Putnam Emerging Markets | November 30 | |
Income Fund | ||
Putnam Equity Spectrum Fund | April 30 | |
Putnam Floating Rate Income | February 28 | |
Fund | ||
Putnam Global Consumer | August 31 | |
Fund |
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Company | Fund | Fiscal Year End Date |
Putnam Global Financials | August 31 | |
Fund | ||
Putnam Global Industrials | August 31 | |
Fund | ||
Putnam Global Technology | August 31 | |
Fund | ||
Putnam Global | August 31 | |
Telecommunications Fund | ||
Putnam Intermediate-Term | November 30 | |
Municipal Income Fund | ||
Putnam International Value | June 30 | |
Fund | ||
Putnam Mortgage | May 31 | |
Opportunities Fund | ||
Putnam Multi-Cap Core Fund | April 30 | |
Putnam Short Duration Income | July 31 | |
Fund | ||
Putnam Short-Term Municipal | November 30 | |
Income Fund | ||
Putnam Small Cap Growth | June 30 | |
Fund | ||
Putnam Global | Putnam Global Equity Fund | October 31 |
Equity Fund | ||
Putnam Global | Putnam Global Health Care | August 31 |
Health Care Fund | Fund | |
Putnam Global | Putnam Global Income Trust | October 31 |
Income Trust | ||
Putnam Global | Putnam Global Natural | August 31 |
Natural Resources | Resources Fund | |
Fund | ||
Putnam Global | Putnam Global Utilities Fund | August 31 |
Utilities Fund | ||
Putnam High Yield | Putnam High Yield Fund | November 30 |
Fund | ||
Putnam Income | Putnam Income Fund | October 31 |
Fund | ||
Putnam International | Putnam International Equity | June 30 |
Equity Fund | Fund | |
Putnam Government Money | September 30 | |
Market Fund | ||
Putnam Growth Opportunities | July 31 | |
Putnam Investment | Fund | |
Funds | Putnam International Capital | August 31 |
Opportunities Fund | ||
Putnam International Growth | September 30 | |
Fund |
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Company | Fund | Fiscal Year End Date |
Putnam Sustainable Future | April 30 | |
Fund, f/k/a Putnam Multi- | ||
Cap Value Fund | ||
Putnam PanAgora Managed | August 31 | |
Futures Strategy | ||
Putnam PanAgora Market | August 31 | |
Neutral Fund | ||
Putnam PanAgora Risk Parity | August 31 | |
Fund | ||
Putnam Research Fund | July 31 | |
Putnam Small Cap Value Fund | February 28 | |
Putnam | Putnam Massachusetts Tax | May 31 |
Massachusetts Tax | Exempt Income Fund | |
Exempt Income | ||
Fund | ||
Putnam Minnesota | Putnam Minnesota Tax | May 31 |
Tax Exempt | Exempt Income Fund | |
Income Fund | ||
Putnam Money | Putnam Money Market Fund | September 30 |
Market Fund | ||
Putnam Sustainable | Putnam Sustainable Leaders | June 30 |
Leaders Fund, | Fund, f/k/a Putnam Multi- | |
f/k/a Putnam | Cap Growth Fund | |
Multi-Cap Growth | ||
Fund | ||
Putnam New Jersey | Putnam New Jersey Tax | May 31 |
Tax Exempt | Exempt Income Fund | |
Income Fund | ||
Putnam New York | Putnam New York Tax | November 30 |
Tax Exempt | Exempt Income Fund | |
Income Fund | ||
Putnam Ohio Tax | Putnam Ohio Tax Exempt | May 31 |
Exempt Income | Income Fund | |
Fund | ||
Putnam | Putnam Pennsylvania Tax | May 31 |
Pennsylvania Tax | Exempt Income Fund | |
Exempt Income | ||
Fund | ||
Putnam Tax Exempt | Putnam Tax Exempt Income | September 30 |
Income Fund | Fund | |
Putnam AMT-Free Municipal | July 31 | |
Putnam Tax-Free | Fund | |
Income Trust | Putnam Tax-Free High Yield | July 31 |
Fund |
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Company | Fund | Fiscal Year End Date |
Putnam Mortgage | Putnam Mortgage Securities | September 30 |
Securities Fund, | Fund, f/k/a Putnam U.S. | |
f/k/a Putnam U.S. | Government Income Trust | |
Government | ||
Income Trust | ||
Putnam VT Multi-Asset | December 31 | |
Absolute Return Fund, f/k/a | ||
Putnam VT Absolute Return | ||
500 Fund | ||
Putnam VT Mortgage | December 31 | |
Securities Fund, f/k/a | ||
Putnam VT American | ||
Government Income Fund | ||
Putnam VT Small Cap Growth | December 31 | |
Fund, f/k/a Putnam VT | ||
Capital Opportunities Fund | ||
Putnam VT Diversified | December 31 | |
Income Fund | ||
Putnam VT Equity Income | December 31 | |
Fund | ||
Putnam VT Global Asset | December 31 | |
Allocation Fund | ||
Putnam VT Global Equity | December 31 | |
Fund | ||
Putnam VT Global Health | December 31 | |
Putnam Variable | Care Fund | |
Trust | Putnam VT Global Utilities | December 31 |
Fund | ||
Putnam VT Growth | December 31 | |
Opportunities Fund | ||
Putnam VT High Yield Fund | December 31 | |
Putnam VT Income Fund | December 31 | |
Putnam VT International | December 31 | |
Equity Fund | ||
Putnam VT International | December 31 | |
Growth Fund | ||
Putnam VT International | December 31 | |
Value Fund | ||
Putnam VT Multi-Cap Core | December 31 | |
Fund, f/k/a Putnam VT | ||
Investors Fund | ||
Putnam VT Government | December 31 | |
Money Market Fund | ||
Putnam VT Sustainable | December 31 | |
Leaders Fund, f/k/a Putnam | ||
VT Multi-Cap Growth Fund |
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Company | Fund | Fiscal Year End Date |
Putnam VT Sustainable Future | December 31 | |
Fund, f/k/a Putnam VT | ||
Multi-Cap Value Fund | ||
Putnam VT Research Fund | December 31 | |
Putnam VT Small Cap Value | December 31 | |
Fund | ||
Putnam VT George Putnam | December 31 | |
Balanced Fund | ||
George Putnam | George Putnam Balanced Fund | July 31 |
Balanced Fund |
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This ‘485BPOS’ Filing | Date | Other Filings | ||
---|---|---|---|---|
9/19/19 | ||||
Effective on: | 2/28/19 | |||
Filed on: | 2/26/19 | |||
9/20/18 | ||||
5/18/18 | 485BPOS | |||
9/21/17 | ||||
4/19/17 | ||||
2/22/17 | ||||
9/22/16 | ||||
8/29/16 | ||||
9/24/15 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/24 Putnam Conv Securities Fund 485BPOS 2/29/24 28:6.2M McMunn Assocs Inc./FA 2/28/23 Putnam Conv Securities Fund 485BPOS 2/28/23 22:4.9M McMunn Assocs Inc./FA 2/23/22 Putnam Conv Securities Fund 485BPOS 2/28/22 26:5.4M McMunn Assocs Inc./FA 2/26/21 Putnam Conv Securities Fund 485BPOS 2/28/21 23:4.1M McMunn Assocs Inc./FA 2/26/21 Putnam Conv Securities Fund 485BPOS 2/28/21 23:4.7M McMunn Assocs Inc./FA |