AMENDMENT NO. 6 TO CREDIT AGREEMENT AND CONSENT NO. 3

AMENDMENT NO. 6 and Consent No. 3 (this “Amendment”), dated as of August 27, 2020, to the Credit Agreement, dated as of September 24, 2015, among each trust listed on Schedule 2 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, Letter Agreement, dated as of August 29, 2016, Amendment No. 1, dated as of September 22, 2016, Notice Letter, dated October 5, 2016, Notice Letter, dated February 22, 2017, Notice Letter, dated April 19, 2017, Amendment No. 2, dated as of September 21, 2017, Amendment No. 3, dated as of September 20, 2018, Consent No. 1, dated as of November 30, 2018, Notice Letter, dated May 31, 2019, Consent No. 2, dated as of June 24, 2019, Amendment No. 4, dated as of September 19, 2019, and Amendment No. 5, dated as of October 18, 2019 (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.        Prior to the date hereof, the Borrowers notified the Agent that (i) effective May 18, 2020 Putnam International Growth Fund merged into Putnam Emerging Markets Equity Fund and upon the effectiveness of such merger Putnam International Growth Fund ceased to exist as a Fund, (ii) effective April 30, 2020 Putnam VT International Growth Fund changed its name to Putnam VT Emerging Markets Equity Fund and in connection therewith the fund adopted a non fundamental policy that under normal circumstances it will invest at least 80% of its net asset in equity securities of emerging market companies, (iii) effective August 24, 2020 each of Putnam Capital Spectrum Fund and Putnam Equity Spectrum Fund merged into Putnam Focused Equity Fund, and upon the effectiveness of such mergers each of Putnam Capital Spectrum Fund and Putnam Equity Spectrum Fund ceased to exist, and (iv) pending shareholder approval, effective August 28, 2020, Putnam AMT-Free Municipal Fund will change its name to Putnam Strategic Intermediate Municipal Fund and will (x) eliminate the Fundamental Policy that requires such Fund to exclude securities that are subject to the federal alternative minimum tax from the definition of tax-exempt investments used for purposes of such Fund’s policy to invest at least 80% of such Fund’s net assets in tax-exempt investments (the “Current 80% Policy”) and (y) amend the Current 80% Policy to make clear that the Fund will include investments paying interest subject to the federal alternative minimum tax for purposes of complying with the Current 80% Policy (the “PSIMF Repositioning”).  Putnam International Growth Fund, Putnam Capital Spectrum Fund and Putnam Equity Spectrum Fund are collectively referred to herein as the “Departing Funds”.

III.       The Borrowers desire to add each Person listed on Annex A hereto (each a “New Fund”) as a “Fund” for all purposes of the Loan Documents (the Related Company of each New Fund, acting on behalf of and for the account of such New Fund, a “New Borrower”; the Borrowers and the New Borrowers are herein collectively referred to as the “Amendment Borrowers”).

IV.       As a result of the PSIMF Repositioning, an Event of Default could occur under Section 6.01(n) of the Credit Agreement absent the consents and other agreements set forth below.

V.        The Borrowers desire to amend the Credit Agreement and the Agent and the Required Banks have agreed thereto, in each case upon the terms and conditions herein contained. 

VI.       The Borrowers have requested a consent under the Credit Agreement with respect to the PSIMF Repositioning upon the terms and conditions herein contained, and the Agent and the Required Banks have agreed thereto 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.                  Notwithstanding anything to the contrary contained in Section 6.01(n) of the Credit Agreement, subject to receipt of shareholder approval for the PSIMF Repositioning, the Agent and the Banks hereby consent to the PSIMF Repositioning, as described in the proxy statement, dated May 26, 2020 (the “Proxy”), provided that no more than five (5) Domestic Business Days (or such longer period as the Agent may in its sole discretion agree) after the PSIMF Repositioning shall have become effective in the manner described in the Proxy, the Agent shall have received evidence satisfactory to the Agent that the shareholders have approved the PSIMF Repositioning and the PSIMF Repositioning has become effective in the manner described in the Proxy.

2.                  It is hereby agreed and understood by each Amendment Borrower, the Agent, and the Banks that upon receipt by the Agent of all principal, interest, fees or other amount owing under the Loan Documents (whether or not then due) by each Amendment Borrower comprised of a Departing Fund, each Departing Fund shall be removed as a “Fund” for all purposes under the terms of the Loan Documents.

3.                  Schedule 2 to the Credit Agreement is hereby amended and restated in the form of Schedule 2 hereto.

4.                  The New Borrowers hereby join the Credit Agreement and, from and after the date hereof, each New Borrower is and shall be subject to and bound by, and shall be entitled to all of the benefits of, the Credit Agreement and the other Loan Documents, all as if such New Borrower had been a “Borrower” (or any other relevant term used to describe the other Amendment Borrowers thereunder) party to the original execution and delivery thereof; and all references in the Loan Documents to a “Borrower” or the “Borrowers” (or any other relevant term used to describe the other Amendment Borrowers thereunder) shall hereafter be deemed to include such New Borrower. 

5.                  Paragraphs 1 through 4 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 Required Banks 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 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 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, (iii)(X) with respect to each Amendment Borrower other than a New Borrower, certifying that such Borrower’s Charter Documents have not been amended, supplemented or otherwise modified since September 19, 2019 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification and (Y) with respect to each New Borrower, attaching (1) a true complete and correct copy of all its Charter Documents (or certifying that each such Charter Document has previously been delivered), and (2) attaching a copy of all of the Offering Documents, as of the Amendment Effective Date, of each New Borrower and such other material as accurately and completely sets forth all Investment Policies and Restrictions of such New Borrower not reflected in the Offering Documents;

(c)                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;

(d)               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 Borrowers comprised of the Departing Funds under the Loan Documents;

(e)                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

(f)                 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.

6.                  Each 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 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).

7.                  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.

8.                  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.

9.                  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. 6 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, Principal Executive Officer, and Compliance Liaison       

STATE STREET BANK AND TRUST COMPANY, as Agent and as a Bank

By: /s/ Janet Nolin                                               

Name:  Janet Nolin

Title:    Vice President

Annex A

1.      Putnam Income Strategies Portfolio, a series of Putnam Asset Allocation Funds

Schedule 2

List of Companies, Funds and Fiscal Year End Date

Ladies and Gentlemen:

State Street Bank and Trust Company (the “Bank”) has made available a $235,500,000 uncommitted discretionary demand line of credit (the “Credit Line”) to each of the Borrowers, each acting on its own behalf or, as applicable, on behalf of each of its respective Existing Funds (as defined below) as described in a letter agreement dated September 24, 2015, by and among the Borrowers and the Bank (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Loan Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Existing Loan Agreement.

Prior to the date hereof, the Borrowers notified the Bank that (i) effective May 18, 2020 Putnam International Growth Fund merged into Putnam Emerging Markets Equity Fund and upon the effectiveness of such merger Putnam International Growth Fund ceased to exist as a Fund, (ii) effective April 30, 2020 Putnam VT International Growth Fund changed its name to Putnam VT Emerging Markets Equity Fund and in connection therewith the fund adopted a non fundamental policy that under normal circumstances it will invest at least 80% of its net asset in equity securities of emerging market companies, (iii) effective August 24, 2020 each of Putnam Capital Spectrum Fund and Putnam Equity Spectrum Fund merged into Putnam Focused Equity

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Fund, and upon the effectiveness of such mergers each of Putnam Capital Spectrum Fund and Putnam Equity Spectrum Fund ceased to exist, and (iv) pending shareholder approval, effective August 28, 2020, Putnam AMT-Free Municipal Fund will change its name to Putnam Strategic Intermediate Municipal Fund and will (x) eliminate the Fundamental Policy that requires such Fund to exclude securities that are subject to the federal alternative minimum tax from the definition of tax-exempt investments used for purposes of such Fund’s policy to invest at least 80% of such Fund’s net assets in tax-exempt investments (the “Current 80% Policy”) and (y) amend the Current 80% Policy to make clear that the Fund will include investments paying interest subject to the federal alternative minimum tax for purposes of complying with the Current 80% Policy (the “PSIMF Repositioning”). Putnam International Growth Fund, Putnam Capital Spectrum Fund, and Putnam Equity Spectrum Fund are collectively referred to herein as the “Departing Funds”.

The Borrowers have requested, and the Bank has agreed, (a) to add additional borrowers and/or funds to the Credit Line, (b) to remove certain borrowers and/or funds from the Credit Line, and (c) to consent to the PSIMF Repositioning. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, each of the Borrowers and the Bank hereby agree as follows:

1. Defined Terms. For purposes hereof, the following terms have the following meanings when used herein:

“Added Text” means characters indicated textually in the same manner as the following example: double underlined text .

“Affected Fund” means an Amendment Fund or a Departing Fund.

“Amendment Fund” means a “Fund” under the Amended Loan Agreement.

“Existing Fund” means a “Fund” under the Existing Loan Agreement.

“Marked Loan Agreement” means the copy of the Existing Loan Agreement attached hereto as Annex A.

“New Fund” means an Amendment Fund that is not an Existing Fund

“Stricken Text” means characters indicated textually in the same manner as the following example: stricken text .

2. Consent to the PSIMF Repositioning

Notwithstanding anything to the contrary contained in Section II(3)(m) of the Existing Loan Agreement, subject to receipt of shareholder approval for the PSIMF Repositioning, the Bank hereby consent to the PSIMF Repositioning, as described in the proxy statement, dated May 26, 2020 (the “Proxy”), provided that no more than five (5) Domestic Business Days (or such longer period as the Bank may in its sole discretion agree) after the PSIMF Repositioning

shall have become effective in the manner described in the Proxy, the Bank shall have received evidence satisfactory to the Bank that the shareholders have approved the PSIMF Repositioning and the PSIMF Repositioning has become effective in the manner described in the Proxy.

3. Amendments to Loan Documents

(a) The Existing Loan Agreement is hereby amended to delete the Stricken Text and to add the Added Text, in each case as set forth in the Marked Loan Agreement (the Existing Loan Agreement, as so amended, the “Amended Loan Agreement”).

(b) The Bank and each Borrower acknowledge and agree that each New Fund is (1) hereby added as a “Fund” for all purposes under the terms of the Loan Documents, and (2) is and shall be subject to and bound by, and shall be entitled to all the benefits of, the Loan Documents, and shall be a party thereto, all as if such New Fund had been a “Fund” party to the original execution and delivery thereof.

(c) The Bank and each Borrower acknowledge and agree that (i) each Departing Fund is hereby removed as a “Fund” for all purposes under the terms of the Loan Documents, and (ii) Appendix I to each of the Loan Documents, as applicable, is hereby amended to delete the Stricken Text and to add the Added Text, in each case as set forth in Appendix I to the Marked Loan Agreement

4. Miscellaneous

(a) Other than as amended or consented to herein, all terms and conditions of the Amended Loan Agreement and each of the other Loan Documents are ratified and affirmed as of the date hereof in order to give effect to the terms hereof and thereof. This Letter Amendment shall constitute a Loan Document for all purposes of the Amended Loan Agreement.

(b) Each Borrower severally (and not jointly), for itself and severally (and not jointly) on behalf of each of its respective Amendment Funds, but not as to any other Borrower or Fund, represents and warrants as of the date hereof to the Bank as follows: (i) no Default or Event of Default with respect to such Borrower or any such Amendment Fund has occurred and is continuing on the date hereof under the Existing Loan Agreement after giving effect to the amendments and consents herein contained; (ii) each of the representations and warranties of such Borrower, on behalf of each such Amendment Fund, contained in the Loan Documents is true and correct in all respects on and as of the date of this Letter Amendment (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) the execution, delivery and performance by such Borrower and each such Affected Fund of each of this Letter Amendment and of the other Loan Documents, as amended hereby (collectively, the “Amended Loan Documents”): (1) are, and will be, within such Borrower’s or such Affected Fund’s power and authority, (2) have been authorized by all necessary trust or corporate proceedings, as the case may be, of such Borrower, (3) do not, and will not, require the consent of any shareholders or other equity holders of such Borrower or such Affected Fund or the approval or consent of, or any notice to or filing with, any governmental authority, other than those which have been received or made, (4) will not contravene any provision of, or exceed any limitation contained

in, the certificate or articles of incorporation, agreement and declaration of trust, by-laws and/or other organizational documents of such Borrower or such Affected Fund or its Prospectus or any judgment, decree or order or any law, rule or regulation applicable to such Borrower or such Fund, including, without limitation, the Investment Company Act, (5) are, and will be, in material compliance with Regulations T, U and X and the Investment Company Act, (6) do not and will not constitute a violation of, or a default under, any other agreement, order or undertaking binding on such Borrower or such Affected Fund, and (7) do not require the consent or approval of any obligee or holder of any instrument relating to any material Indebtedness of such Borrower or such Affected Fund or the consent or approval of any other party other than for those consents and approvals which have been received; and (iv) each of the Amended Loan Documents constitutes the legal, valid, binding and enforceable obligation of such Borrower, on behalf of its respective Affected Funds, 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.

(c) Upon receipt of a fully executed copy of this Letter Amendment, this Letter Amendment shall be deemed to be an instrument under seal and an amendment to the Loan Documents to be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles that would require the application of the laws of another jurisdiction.

(d) This Letter Amendment may be executed in counterparts each of which shall be deemed to be an original document.

(e) Delivery of an executed counterpart of a signature page of this Letter Amendment by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Letter Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Letter Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Bank to accept electronic signatures in any form or format without its prior written consent. Without limiting the generality of the foregoing, each Borrower hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation between the Bank and such Borrower, electronic images of this Letter Amendment or any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

If the foregoing is acceptable to you, please have an authorized officer of each Borrower execute this Letter Amendment below where indicated and return the same to the undersigned.