EXECUTION COPY
JOINDER AGREEMENT NO. 1
JOINDER AGREEMENT NO. 1 (this “Agreement”), dated as of August 29, 2016, to the Credit Agreement, dated as of September 24, 2015, among each trust company listed on Schedule A hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). 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.
1. Request. (a) Pursuant to Section 2.12(a) of the Credit Agreement, the Borrowers (the “Existing Borrowers”) hereby request that each of the following trusts, if any, be added as a “Company” for all purposes of the Loan Documents (each a “New Company”):
| New Company | Company Borrower (Y or N) |
| N/A | N/A |
| N/A | N/A |
(b) Pursuant to Section 2.12(a) of the Credit Agreement, the Borrowers hereby request that each of the following Series, if any, of each Company (including a New Company) listed below, if any, be added as a “Fund” for all purposes of the Loan Documents (each a “New Fund”):
| Company | Series |
| Putnam Investment Funds | Putnam Government Money Market Fund |
2. Joinder. By signing below, each Bank and the Agent hereby agrees, and each of the other parties hereto hereby agrees, that (a) each such New Company shall be deemed to be a “Company” for all purposes under the Loan Documents, (b) each such New Fund shall be deemed to be a “Fund” for all purposes of the Loan Documents, and (c) Schedule 2 to the Credit Agreement shall be automatically amended and restated in the form of Schedule 2 to this Agreement. Each New Company hereby represents and warrants that it is correctly identified as a Company Borrower in paragraph 1(a) above.
3. New Borrowers. For purposes of this Agreement, “New Borrower” means (a) each New Company that is a Company Borrower, and (b) each other Company (including a New Company) acting on behalf of, and for the account of, each Series thereof that is a New Fund.
4. Effectiveness. This Agreement shall become effective upon the first date that each of the following conditions shall have first been satisfied (the date, if any, on which such conditions shall have first been satisfied being referred to herein as the “Joinder Effective Date”):
(a) the Agent shall have received a counterpart of this Agreement signed by each Existing Borrower and each New Borrower;
(b) the Agent shall have received a certificate of the Clerk, Secretary or Assistant Secretary (or other officer acceptable to the Agent) of each New Borrower, dated the Joinder Effective Date, in all respects satisfactory to the Agent (i)(1) attaching a true complete and correct copy of all its Charter Documents, or (2)(x) if previously delivered to the Agent under the Loan Documents, all amendments, restatements, supplements or other modifications to its Charter Documents since the date the Related Company thereof became a party to the Credit Agreement, or (y) certifying that no such amendments, restatements, supplements or other modifications have occurred, or (ii) attaching a copy of all of the Offering Documents, as of the Joinder 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, (iii) attaching the resolutions of the Managing Body of such New Borrower authorizing the transactions contemplated hereby and certifying that such resolutions are in full force and effect, and (iv) certifying as to the incumbency of authorized persons of such Borrower or New Borrower executing this Agreement;
(c) with respect to each New Borrower, the Agent shall have received a federal reserve form FR U-1 executed on behalf of such New Borrower;
(d) one or more opinions of counsel to each New Borrower covering such matters relating to the transactions contemplated hereby as the Agent may request, in form and substance satisfactory to the Agent; and
(e) all fees and expenses payable in connection with this Agreement, including, without limitation, the reasonable fees and expenses of counsel to the Agent to the extent invoiced, shall have been paid.
5. No Defense; Representations and Warranties; No Default. Each Borrower (including each New Borrower) hereby (a) reaffirms and admits the validity and enforceability of each Loan Document and this Agreement and the respective obligations of such Borrower thereunder, and agrees and admits that such Borrower has no defense to or offset against any such obligation, and (b) represents and warrants that (i) no Default with respect to such Borrower has occurred and is continuing, (ii) all of the representations and warranties of such Borrower contained herein and in any other Loan Document are true and correct on and as of the date hereof (after giving effect to this Agreement) as if made on and as of such date (unless any representation and warranty relates to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), and (iii) it has received a copy of each Loan Document.
6. Binding Effect; Several Agreement. All covenants, promises and agreements by or on behalf of any party hereto that are contained in this Agreement shall bind and inure to the benefit of each other party hereto and their respective successors and assigns.
7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, 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.
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8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one contract. Delivery of an executed counterpart of this Agreement by facsimile transmission or electronic transmission in “portable document format” shall be as effective as delivery of a manually executed counterpart of this Agreement.
9. Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first above written.
Each trust company listed on Schedule A hereto
| By: | /s/ Jonathan S. Horwitz |
| Name: | Jonathan S. Horwitz ______ |
| Title: | Executive Vice President ______ |
STATE STREET BANK AND TRUST COMPANY, as Agent and as a Bank
By: /s/ Janet B. Nolin
Name: Janet B. Nolin
Title: Vice President
THE NORTHERN TRUST COMPANY, as a Bank
Name: Graham A. Warning
Title: Vice President
[Putnam Funds - Joinder No.1 to Credit Agreement]
Schedule 2
List of Companies, Funds and Fiscal Year End Date
| Company | Fund | Fiscal Year End Date |
| Putnam American Government Income Fund | Putnam American Government Income Fund | September 30 |
| Putnam Arizona Tax Exempt Income Fund | Putnam Arizona Tax Exempt Income Fund | May 31 |
| Putnam Asset Allocation Funds | Putnam Dynamic Asset Allocation Balanced Fund | September 30 |
| Putnam Dynamic Asset Allocation Conservative Fund | September 30 |
| Putnam Dynamic Asset Allocation Growth Fund | September 30 |
| Putnam California Tax Exempt Income Fund | Putnam California Tax Exempt Income Fund | September 30 |
| Putnam Convertible Securities Fund | Putnam Convertible Securities Fund | October 31 |
| Putnam Diversified Income Trust | Putnam Diversified Income Trust | September 30 |
| Putnam Equity Income Fund | Putnam Equity Income Fund | November 30 |
| Putnam Europe Equity Fund | Putnam Europe Equity Fund | June 30 |
| Putnam Funds Trust | Putnam Absolute Return 100 Fund | October 31 |
| Putnam Absolute Return 300 Fund | October 31 |
| Putnam Absolute Return 500 Fund | October 31 |
| Putnam Absolute Return 700 Fund | October 31 |
| Putnam Asia Pacific Equity Fund | April 30 |
| Putnam Dynamic Asset Allocation Equity Fund | May 31 |
| Putnam Capital Spectrum Fund | April 30 |
| Putnam Dynamic Risk Allocation Fund | May 31 |
| Putnam Emerging Markets Equity Fund | August 31 |
| Putnam Emerging Markets Income Fund | November 30 |
| Putnam Equity Spectrum Fund | April 30 |
| Putnam Floating Rate Income Fund | February 28 |
| Putnam Global Consumer Fund | August 31 |
| Putnam Global Dividend Fund | November 30 |
| Putnam Global Energy Fund | August 31 |
| Putnam Global Financials Fund | August 31 |
| Putnam Global Industrials Fund | August 31 |
| Putnam Global Technology Fund | August 31 |
| Putnam Global Telecommunications Fund | August 31 |
| Putnam Intermediate-Term Municipal Income Fund | November 30 |
| Putnam International Value Fund | June 30 |
| Putnam Low Volatility Equity Fund | July 31 |
| Putnam Mortgage Opportunities Fund | May 31 |
| Putnam Multi-Cap Core Fund | April 30 |
| Putnam Retirement Income Fund Lifestyle 2 | August 31 |
| Putnam Retirement Income Fund Lifestyle 3 | February 28 |
| Putnam Short Duration Income Fund | July 31 |
| Putnam Short-Term Municipal Income Fund | November 30 |
| Putnam Small Cap Growth Fund | June 30 |
| Putnam Strategic Volatility Equity Fund | July 31 |
| Putnam Global Equity Fund | | October 31 |
| Putnam Global Health Care Fund | | August 31 |
| Putnam Global Income Trust | | October 31 |
| Putnam Global Natural Resources Fund | | August 31 |
| Putnam Global Utilities Fund | | August 31 |
| Putnam High Yield Advantage Fund | | November 30 |
| Putnam High Yield Trust | | August 31 |
| Putnam Income Fund | | October 31 |
| Putnam International Equity Fund | | June 30 |
| Putnam Investment Funds | Putnam Capital Opportunities Fund | April 30 |
| Putnam Government Money Market Fund | September 30 |
| Putnam Growth Opportunities Fund | July 31 |
| Putnam International Capital Opportunities Fund | August 31 |
| Putnam International Growth Fund | September 30 |
| Putnam Multi-Cap Value Fund | April 30 |
| Putnam Research Fund | July 31 |
| Putnam Small Cap Value Fund | February 28 |
| Putnam Investors Fund | Putnam Investors Fund | July 31 |
| Putnam Massachusetts Tax Exempt Income Fund | Putnam Massachusetts Tax Exempt Income Fund | May 31 |
| Putnam Michigan Tax Exempt Income Fund | Putnam Michigan Tax Exempt Income Fund | May 31 |
| Putnam Minnesota Tax Exempt Income Fund | Putnam Minnesota Tax Exempt Income Fund | May 31 |
| Putnam Money Market Fund | Putnam Money Market Fund | September 30 |
| Putnam Mortgage Recovery Fund (closed-end fund) | Putnam Mortgage Recovery Fund | August 31 |
| Putnam Multi-Cap Growth Fund | Putnam Multi-Cap Growth Fund | June 30 |
| Putnam New Jersey Tax Exempt Income Fund | Putnam New Jersey Tax Exempt Income Fund | May 31 |
| Putnam New York Tax Exempt Income Fund | Putnam New York Tax Exempt Income Fund | November 30 |
| Putnam Ohio Tax Exempt Income Fund | Putnam Ohio Tax Exempt Income Fund | May 31 |
| Putnam Pennsylvania Tax Exempt Income Fund | Putnam Pennsylvania Tax Exempt Income Fund | May 31 |
| Putnam Tax Exempt Income Fund | Putnam Tax Exempt Income Fund | September 30 |
| Putnam Tax-Free Income Trust | Putnam AMT-Free Municipal Fund | July 31 |
| Putnam Tax-Free High Yield Fund | July 31 |
| Putnam U.S. Government Income Trust | Putnam U.S. Government Income Trust | September 30 |
| Putnam Variable Trust | Putnam VT Absolute Return 500 Fund | December 31 |
| Putnam VT American Government Income Fund | December 31 |
| Putnam VT Capital Opportunities Fund | December 31 |
| Putnam VT Diversified Income Fund | December 31 |
| Putnam VT Equity Income Fund | December 31 |
| Putnam VT Global Asset Allocation Fund | December 31 |
| Putnam VT Global Equity Fund | December 31 |
| Putnam VT Global Health Care Fund | December 31 |
| Putnam VT Global Utilities Fund | December 31 |
| Putnam VT Growth And Income Fund | December 31 |
| Putnam VT Growth Opportunities Fund | December 31 |
| Putnam VT High Yield Fund | December 31 |
| Putnam VT Income Fund | December 31 |
| Putnam VT International Equity Fund | December 31 |
| Putnam VT International Growth Fund | December 31 |
| Putnam VT International Value Fund | December 31 |
| Putnam VT Investors Fund | December 31 |
| Putnam VT Government Money Market Fund | December 31 |
| Putnam VT Multi-Cap Growth Fund | December 31 |
| Putnam VT Multi-Cap Value Fund | December 31 |
| Putnam VT Research Fund | December 31 |
| Putnam VT Small Cap Value Fund | December 31 |
| Putnam VT George Putnam Balanced Fund | December 31 |
| Putnam VT Voyager Fund | December 31 |
| Putnam Voyager Fund | Putnam Voyager Fund | July 31 |
| George Putnam Balanced Fund | George Putnam Balanced Fund | July 31 |
| The Putnam Fund for Growth and Income | The Putnam Fund for Growth and Income | October 31 |
Schedule A
List of Companies
Putnam American Government Income Fund
Putnam Arizona Tax Exempt Income Fund
Putnam Asset Allocation Funds
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
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
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 (closed-end 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-Free Income Trust
Putnam U.S. Government Income Trust
Putnam Variable Trust
Putnam Voyager Fund
George Putnam Balanced Fund
The Putnam Fund for Growth and Income
