a_nf79mod6.htm

June 29, 2012


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,
	Treasurer and Compliance Liaison

RE: Fifth 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 $325,000,000 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 $325,000,000, dated March 30, 2012, 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 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. The preamble to the Loan Agreement is hereby amended by deleting the dollar amount “$325,000,000” wherever it may appear and substituting the dollar amount “$315,000,000” in each instance therefor.

2. The Borrowers have informed the Bank that (i) Putnam Asset Allocation: Balanced Portfolio, a fund series of Putnam Asset Allocation Funds, has changed its name to Putnam Dynamic Asset Allocation Balanced Fund, (ii) Putnam Asset Allocation: Conservative Portfolio, a fund series of Putnam Asset Allocation Funds, has changed its name to Putnam Dynamic Asset Allocation Conservative Fund, (iii) Putnam Asset Allocation: Growth Portfolio, a fund series of

June 29, 2012
Page 2

Putnam Asset Allocation Funds, has changed its name to Putnam Dynamic Asset Allocation Growth Fund and (iv) Putnam Asset Allocation: Equity Portfolio, a fund series of Putnam Funds Trust, has changed its name to Putnam Dynamic Asset Allocation Equity Fund.

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 name change of certain Funds as described in paragraph 2.

4. Section I(1) of the Loan Agreement is hereby amended by deleting the first sentence in its entirety and substituting the following therefor: “The Committed Line shall expire on June 28, 2013 (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.”

5. Section I(9) of the Loan Agreement is hereby amended by deleting the following therefrom: “0.13%” and substituting the following therefor: “0.11%”.

6. Section II(16) of the Loan Agreement is hereby amended by restating the following definition appearing therein to read in its entirety as follows:

“Committed Line Amount” shall mean $315,000,000.

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

II. Conditions Precedent

1. As a condition precedent to the effectiveness of this letter agreement, each of the Borrowers shall execute and deliver to the Bank an amended and restated promissory note of even date herewith in the original principal amount of $315,000,000 (the “New Note”), which New Note shall amend, restate, supersede and replace the Existing Note in its entirety. Notwithstanding the foregoing, nothing contained herein or in the New Note shall be deemed to evidence the repayment, satisfaction or novation of any amounts outstanding under the Existing Note, and any such outstanding amounts shall hereafter be deemed to be evidenced by, and outstanding under, the New Note. Upon the execution and delivery of the New Note by the Borrowers, the New Note shall constitute the “Note” for all purposes under the Loan Documents.

2. As a further condition to the effectiveness of this letter agreement, the Borrowers shall pay to the Bank a non-refundable fee of 0.02% of the Committed Line Amount for renewing the Committed Line, which fee shall be fully earned by the Bank upon the date of this letter agreement.

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3. As further conditions precedent to the effectiveness of this letter agreement, the Borrowers shall provide such certificates, resolutions, approvals and other documents as the Bank may require, in each case in form and substance satisfactory to the Bank.

III. 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, 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 New 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 the New Note 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 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

June 29, 2012
Page 4

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: ___________________________
	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

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

THE GEORGE PUTNAM FUND OF BOSTON

d/b/a GEORGE PUTNAM BALANCED FUND

THE PUTNAM FUND FOR GROWTH AND INCOME

By: ____________________________________________

Jonathan S. Horwitz

Executive Vice President, Principal Executive Officer,

Treasurer and Compliance Liaison, of each of the foregoing

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

(f/k/a Putnam Asset Allocation: Balanced Portfolio)

Putnam Dynamic Asset Allocation Conservative Fund

(f/k/a Putnam Asset Allocation: Conservative Portfolio)

Putnam Dynamic Asset Allocation Growth Fund

(f/k/a Putnam Asset Allocation: Growth Portfolio)

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

(f/k/a Putnam Asset Allocation: Equity Portfolio)

Putnam Capital Spectrum Fund

Putnam Dynamic Risk Allocation Fund

Putnam Emerging Markets Equity Fund

Putnam Equity Spectrum Fund

Putnam Floating Rate Income Fund

Putnam Global Consumer Fund

Putnam Global Energy Fund

Putnam Global Financials Fund

Putnam Global Industrials Fund

Putnam Global Technology Fund

Putnam Global Telecommunications Fund

Putnam International Value Fund

Putnam Multi-Cap Core Fund

Putnam Retirement Income Fund Lifestyle 2

Putnam Retirement Income Fund Lifestyle 3

Putnam Short Duration Income Fund

Putnam Small Cap Growth 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

THE GEORGE PUTNAM FUND OF BOSTON

d/b/a GEORGE PUTNAM BALANCED FUND

THE PUTNAM FUND FOR GROWTH AND INCOME


EXHIBIT A

AMENDED AND RESTATED PROMISSORY NOTE
(COMMITTED LINE)


$315,000,000.00	June 29, 2012
	Boston, Massachusetts

For value received, each of the undersigned hereby severally promises to pay to State Street Bank and Trust Company (the “Bank”), or order, at the office of the Bank at 100 Huntington Avenue, Tower 1, Floor 4, Boston, Massachusetts 02116 in immediately available United States dollars, the principal amount of THREE HUNDRED FIFTEEN MILLION AND 00/100 DOLLARS ($315,000,000.00), or such lesser original principal amount as shall be outstanding hereunder and not have been prepaid as provided herein, together with interest thereon as provided below. Each Loan shall be payable upon the earliest to occur of (a) the Expiration Date, (b) 60 calendar days following the date on which such Loan is made, or (c) the date on which such Loan otherwise becomes due and payable under the terms of the Loan Agreement referred to below, whether following the continuance of an Event of Default or otherwise. Interest on the unpaid principal amount outstanding hereunder shall be payable at the rates and at the times as set forth in the Loan Agreement and shall be computed as set forth in the Loan Agreement. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed, including holidays or other days on which the Bank is not open for the conduct of banking business.

All Loans hereunder and all payments on account of principal and interest hereof shall be recorded by the Bank. The entries on the records of the Bank (including any appearing on this Note), absent manifest error, shall govern and control as to amounts outstanding hereunder, provided that the failure by the Bank to make any such entry shall not affect the obligation of the undersigned to make payments of principal and interest on all Loans as provided herein and in the Loan Agreement.

Upon notice from the Bank to the undersigned given at any time following the occurrence and during the continuance of an Event of Default, unpaid principal on any Loan, and to the extent permitted by applicable law, unpaid interest on any Loan, shall thereafter bear interest, compounded monthly and be payable on demand, until paid in full (after as well as before judgment) at a rate per annum equal to two percent (2%) above the rate otherwise applicable to such Loan under the Loan Agreement.

This Note is issued pursuant to, and entitled to the benefits of, and is subject to, the provisions of a certain letter agreement dated July 6, 2010 by and among the undersigned and the Bank (herein, as the same may from time to time be amended, restated, supplemented, modified or extended, referred to as the “Loan Agreement”), but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the undersigned makers of this Note to pay the principal of and interest on this Note as herein provided. All terms not otherwise defined herein shall be used as defined in the Loan Agreement.

The undersigned may at its option prepay all or any part of the principal of this Note subject to the terms of the Loan Agreement. Amounts prepaid may be reborrowed subject to the terms of the Loan Agreement.

Each of the undersigned makers and every endorser and guarantor hereof hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement hereof and consents that this Note may be extended from time to time and that no such extension or other indulgence, and no substitution, release or surrender of collateral and no discharge or release of any other party primarily or secondarily liable hereon, shall discharge or otherwise affect the liability of any of the undersigned or any such endorser or guarantor. No delay or omission on the part of the Bank in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder, and a waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion.

A copy of the Agreement and Declaration of Trust of each of the undersigned Borrowers is on file with the Secretary of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Trustees of each Borrower as Trustees and not individually and that the obligations of this instrument are not binding on any of the Trustees or officers or shareholders individually, but are binding only on the assets or property of each Fund with respect to its obligations hereunder. In addition, although multiple Borrowers may be party hereto on behalf of multiple Funds, each Borrower is executing this instrument on behalf of each of its Funds individually (and not jointly or jointly and severally) and no Borrower or Fund is liable for any matter relating to any other Borrower or Fund.

This Note amends and restates in its entirety an amended and restated promissory note dated March 30, 2012 in the original principal amount of $325,000,000 executed by the undersigned Borrowers to the order of the Bank (as amended, the "Existing Note"). Any amounts outstanding under the Existing Note as of the date hereof shall be deemed to be outstanding under this Note.

This instrument shall have the effect of an instrument executed under seal and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts (without giving effect to any conflicts of laws provisions contained therein).


WITNESS:	[TRUST NAME]


____________________________________
	[TRUST NAME], on behalf of its fund
	series as listed in Appendix I attached hereto


	By:
	Name:
	Title:


SCHEDULE I TO NOTE DATED JUNE 29, 2012


Date of	Amount of	Amount of Principal	Outstanding
Loan	Principal	Paid	Balance	Notation Made By


APPENDIX I

List of Borrowers and Funds


[TRUST NAME]

[TRUST NAME]
on behalf of:
[Funds]