AMENDED AND RESTATED

MASTER INTERFUND LENDING AGREEMENT

 

 

This Amended and Restated Master Interfund Lending Agreement (as further amended, restated, supplemented or otherwise modified from time to time, the “Master Agreement”), dated as of September 24, 2021 (the “Effective Date”), is by and among each investment company listed on Schedule A or Schedule B hereto (collectively, the “Trusts,” and each portfolio series of a Trust (or if the relevant Trust has no portfolio series, then the relevant Trust) shall be referred to herein as a “Fund” and collectively as the “Funds”) and Putnam Investment Management, LLC (the “Adviser”).

 

WHEREAS, the Trusts and the Adviser have received an exemptive order (the “Order”) dated April 10, 2002 from the U.S. Securities and Exchange Commission permitting the Funds to participate in a joint lending and borrowing facility (the “Lending Facility”);

 

WHEREAS, the Funds listed on Schedule A hereto (as amended from time to time) are permitted to borrow cash in accordance with the terms and conditions of the Order to satisfy redemption requests, to cover unanticipated cash shortfalls such as a Sales Fail (defined below), or for other temporary purposes (each such borrowing Fund is hereinafter referred to as a “Borrower”);

 

WHEREAS, the Funds listed on Schedule B hereto (as amended from time to time) are permitted to lend cash to one or more Borrowers from time to time on the terms set forth below and in accordance with the terms and conditions of the Order (each such lending Fund is hereinafter referred to as a “Lender”);

 

NOW THEREFORE, the parties hereto agree as follows:

1.           Definitions. As used herein, the following terms shall have meanings assigned to them below:

“1940 Act” means the Investment Company Act of 1940, as amended.

“Bank Loan Rate” for any day means the rate calculated by the Credit Facility Team according to a formula established by the Board of Trustees of each Trust intended to approximate the lowest interest rate at which bank short-term loans would be available to a Borrower.

“Borrowing Instructions” has the meaning specified in Section 3.1.1 hereof.

“Business Day” means a day on which the New York Stock Exchange is open for the purpose of transacting business.

“Credit Arrangements” means the credit arrangements that a Fund may have for borrowing for temporary or emergency purposes, including borrowings from banks and other institutional lenders.

“Credit Facility Team” means the officers and employees of the fund administration, middle office, trading and investment departments of the Adviser who are responsible for administering the Interfund Lending Facility.

“Interest Rate” means, for each date on which interest accrues hereunder, the average of (i) the higher of the OTD Rate and the Repo Rate and (ii) the Bank Loan Rate.

“Lending Instructions” has the meaning specified in Section 3.1.1 hereof.

“Loan” has the meaning specified in Section 2 hereof.

“Loan Account” has the meaning specified in Section 3.5 hereof.

“Maximum Amount” has the meaning specified in Section 2 hereof.

“Obligations” means all of the obligations (whether direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising) of a Borrower to a Lender hereunder.

“OTD Rate” on any day means the highest interest rate available to a Lender from investment in overnight time deposits.

“Outstanding Secured Borrowing” means any loan made to a Fund either under this Master Agreement or under any other agreement that is secured by assets of the Fund.

“Prospectus” means with respect to each Borrower the prospectus required to be delivered by the Borrower to offerees of its securities pursuant to the Securities Act of 1933, as amended.

“Repo Rate” on any day means the highest interest rate available to a Lender from investment in overnight repurchase agreements.

“Sales Fail” in connection with the attempted sale of a security means the cash shortfall resulting from circumstances beyond the seller’s control, such as the delay in the delivery of cash to the seller’s custodian or improper delivery instructions by the broker effecting the transaction.

“SEC” means the United States Securities and Exchange Commission.

“Secured Loan” has the meaning specified in Section 2(e) hereof.

“Security Agreement” has the meaning specified in Section 3.11(d) hereof.

“Statement of Additional Information” means with respect to each Borrower the Statement of Additional Information which must be provided by the Borrower to recipients of its Prospectus upon request pursuant to rules and regulations adopted by the SEC.

“Unsecured Loan” means any Loan other than a Secured Loan.

2.             Lending Facility. Subject to the terms and conditions of this Master Agreement, each Lender may from time to time in its discretion loan its available cash to any Borrower (a “Loan”). Each Loan shall be made for a term no longer than the least of (a) the maximum term on any outstanding loan or advance to the Borrower under its Credit Arrangements; (b) seven (7) days; or (c) the number of days required for the Borrower to receive payment for securities sold at or prior to the time the Loan is made in an amount sufficient to repay the Loan. The maximum principal amount of all Loans outstanding with respect to any Borrower at any time shall not exceed the Maximum Amount the Borrower is permitted to borrow at such time under:

(a) applicable laws and regulations;

(b) the provisions of Section 5.2 hereof;

(c) agreements with federal, state, local or foreign governmental authorities or regulators applicable to the Borrower or limitations specified in the Order applicable to the Borrower’s borrowing and pledging activities, all as amended and in effect from time to time;

(d) limitations on borrowing adopted by the Borrower in its Prospectus, Statement of Additional Information or elsewhere, as amended and in effect from time to time; and

(e) in the case of Loans for which the Borrower is required to provide collateral pursuant to Section 3.11 hereof (“Secured Loans”), any limitations specified in the Security Agreement (as defined below) and any limitations on the pledging of assets adopted by the Borrower in its Prospectus, Statement of Additional Information, Credit Arrangements or elsewhere.

As used herein, the term “Maximum Amount” means the maximum amount that the Borrower is permitted to borrow in accordance with the provisions of the preceding sentence.

3.            Loan Requirements.

3.1       Procedural Requirements. All loans shall be requested and funded in accordance with the procedures set forth herein and such other procedures as may be approved and adopted from time to time by the Board of Trustees of the applicable Trust (the “Interfund Lending Procedures”), including a majority of the trustees who are not “interested persons” as that term is used in Section 2(a)(19) of the 1940 Act.

3.1.1       Borrowing and Lending Instructions. The Adviser’s investment personnel for each participating Fund shall provide the Credit Facility Team with standing instructions as to their desire to have the Fund act as a Lender when such Fund has uninvested cash balances (“Lending Instructions”). If the designated individual or individuals in the Interfund Lending Procedures determine that a Fund has borrowing needs in accordance with the Interfund Lending Procedures, then such individual or individuals shall instruct the Credit Facility Team as to such Fund’s desire to have the Fund act as a Borrower (“Borrowing Instructions”). Such individual or individuals may revoke or change Lending Instructions or Borrowing Instructions in accordance with the

Interfund Lending Procedures with respect to a Fund by notifying the Credit Facility Team.

3.1.2       Allocation Procedures. On each Business Day, the Credit Facility Team shall seek to collect data on the uninvested cash of Funds listed on Schedule B hereto from such Funds’ custodian. On each occasion that a Fund delivers Borrowing Instructions to the Credit Facility Team, the Credit Facility Team will seek to match the amount and term of the Fund’s borrowing needs with the cash available from the Funds that have provided Lending Instructions in accordance with allocation and administrative procedures established by the Board of Trustees. The Credit Facility Team shall allocate the borrowing demand and lending needs among the Funds on what the Credit Facility Team deems to be an equitable basis and in accordance with the Interfund Lending Procedures. The Credit Facility Team shall not solicit cash for Loans from any Funds or publish or disseminate the amount of any current borrowing demand to the Adviser’s investment personnel.

No Loan may be made unless the Interest Rate is more favorable for the Lender than both the OTD Rate and the Repo Rate and more favorable for the Borrower than the Bank Loan Rate.

3.1.3       Funding the Loans. If a Loan has been allocated to a Lender and Borrower pursuant to Section 3.1.2 hereof, and the Loan is otherwise in compliance with the requirements set forth in the Order, the Lender shall make such Loan to the Borrower. The proceeds of each Loan made by the Lender to the Borrower shall be wired (or transferred if Borrower and Lender have the same custodian) at the Borrower’s expense in accordance with the wiring instructions for each Fund, as in effect from time to time, to an account maintained on the Borrower’s behalf by its custodian.

3.1.4       Obligations Arising from Loan. Each Loan made by the Lender to Borrower shall:

(a) obligate the Borrower to borrow the principal amount of the Loan at the Interest Rate applicable thereto for the term thereof solely for use by the Borrower;

(b) constitute a representation and warranty by the Borrower to the Lender that

(i) the Loan requested thereby

(A) is permitted under the Borrower’s most recent Prospectus and Statement of Additional Information,

(B) is in accordance with the requirements of the Order applicable to the Borrower,

(C) will not, when made, cause the aggregate indebtedness of the Borrower to exceed the Maximum Amount then in effect, and

(D) will be used by the Borrower only in accordance with Section 3.7 hereof; and

(ii) all of the representations and warranties of the Borrower contained in Section 4 hereof are true and correct as of the date of such Loan as though made on and as of such date; and

(iii) all material facts about the Borrower’s intended participation in the Lending Facility are fully disclosed in the Borrower’s Statement of Additional Information; and

(c) constitute a representation and warranty by the Lender to the Borrower that the Loan thereby

(i) is permitted under the Lender’s most recent Prospectus and Statement of Additional Information;

(ii) is in accordance with the requirements of the Order applicable to the Lender; and

(iii) all material facts about the Lender’s intended participation in the Lending Facility are fully disclosed in the Lender’s Statement of Additional Information.

3.2       Repayment of Loans. The principal amount of each Loan shall be repaid by the Borrower from the assets of the Borrower on the earlier of one (1) Business Day after demand by the Lender or the expiration of the term of the Loan.

3.3       Interest. The outstanding principal amount of each Loan shall bear interest until maturity at the Interest Rate. Interest accrued on each Loan shall be paid by the Borrower upon the earlier of (a) mutually agreed times, or (b) the maturity of such Loan. Amounts overdue hereunder (including, without limitation, overdue principal, and, to the extent permitted by law, overdue interest, fees, charges and expenses) shall bear interest until paid at an annual rate equal to the sum of (i) the Interest Rate applicable to such Loan prior to its maturity and (ii) two percent (2%).

3.4       Prepayments. Loans may be prepaid in whole or in part prior to the date on which such Loan is due and payable without premium or penalty.

3.5       Loan Records Accounts. Promptly after a Loan has been made, the Credit Facility Team shall note on its records for the Borrower and Lender, confirming (a) the principal amount of such Loan, (b) the Interest Rate applicable thereto and (c) the maturity thereof. The Credit Facility Team will maintain a separate account on its books for each Lender and Borrower (a “Loan Account”) on which will be recorded, in accordance with the Adviser’s customary accounting practice, (a) all Loans made by a Lender to a Borrower, (b) all payments of such Loans made to a Lender, and (c) all other charges and expenses properly chargeable to the Borrower. The debit balance of each Fund’s Loan Account shall reflect the amount of the Borrower’s indebtedness from time to time to the Lenders hereunder. Any written statement

maintained by the Credit Facility Team regarding the Loan shall, in the absence of manifest error, constitute conclusive evidence of the indebtedness of the Borrower to the Lender as of the date of such statement, provided, however, that the failure of the Credit Facility Team to make such statement shall not impair the validity or binding nature of the Borrower’s Obligations with respect to such Loan.

3.6       Computations. All computations hereunder shall be computed on the basis of the actual number of days elapsed and a 360-day year.

3.7       Use of Proceeds. The proceeds of each Loan made hereunder with respect to any Fund shall be used only by such Fund in accordance with its Prospectus and Statement of Additional Information for temporary purposes to satisfy redemption requests, to cover unanticipated cash shortfalls such as a Sales Fail, or for other temporary purposes as permitted by the Interfund Lending Procedures.

3.8       Discretionary Facility. It is acknowledged and agreed by each Borrower that each Lender has no obligation to make any Loan hereunder unless it has issued Lending Instructions, and that the decision whether or not to issue Lending Instructions under this Master Agreement is within the sole and exclusive discretion of each Lender. It is acknowledged and agreed by each Lender that no Borrower is obligated to borrow money hereunder unless it has issued Borrowing Instructions.

3.9       Termination of Participation in the Lending Facility. Each Lender and each Borrower may terminate its participation in this Master Agreement at any time by written notice to the Credit Facility Team; provided that on or before the date of any termination the relevant Lender or Borrower has no Loans outstanding. The Adviser may at any time by delivery of a revised Schedule A or Schedule B, as applicable, to the Credit Facility Team add additional Funds that are eligible to rely on the Order as parties to this Master Agreement, whereupon those additional Funds shall be treated for all purposes as a Borrower and as a Lender, as applicable.

3.10       Recourse to Assets. Loans made to any Borrower shall be repaid solely from the assets of such Borrower, and a Lender shall have no right of recourse or offset against the assets of any other Fund with respect to such Loans or any default in respect thereto. Each Lender’s liability under this Master Agreement with respect to a Loan shall be solely limited to the Lender’s assets and each Borrower hereby waives any and all rights it may have against any other Funds with respect to such Loan or any default by Lender with respect thereto.

3.11       Collateral Security for Loans.

(a) As a condition precedent to making any Loan to any Borrower or continuing any Loan made to any Borrower, the Borrower covenants and agrees that in the event that (i) the Borrower’s outstanding borrowings from all sources immediately after the Loan would exceed 10% of its total assets or (ii) the Borrower’s outstanding borrowings from all sources exceed 10% of the Borrower’s total assets for any reason (such as a decline in net asset value or because of shareholder redemptions), within one (1) Business Day (except as required by Section 3.11(b) below), the Borrower will

(i) repay all its outstanding Loans;

(ii) reduce its outstanding indebtedness to 10% or less of its total assets; or

(iii) secure each outstanding Loan by the pledge of segregated collateral for such Loan and by transfer of such collateral into a segregated account in the name of the Lender or the entering into, by the Borrower, the Lender and the Borrower’s custodian, of a control agreement satisfactory to the Lender. The minimum market value of the stock and other portfolio securities of the Borrower required to be pledged as collateral to the Lender hereunder with respect to any Secured Loan shall be determined by the Lender in its discretion but, in all cases, will have a market value at least equal to 102% of the outstanding principal value of the loan.

Until each Loan that is outstanding at any time that a Borrower’s outstanding borrowings exceed 10% of its assets is repaid or the Borrower’s outstanding borrowings cease to exceed 10% of its total assets, the Borrower shall mark the value of the collateral to market each day and will pledge and transfer to a segregated account in the name of the Lender such additional collateral as is necessary to maintain the market value of the collateral that secures each outstanding Loan at least equal to 102% of the outstanding principal value of the Loan. Subject to Sections 3.11(b) and (c) hereof, once a Borrower’s outstanding borrowings cease to exceed 10% of its total assets, segregated collateral will no longer be required.

(b) Any Loan to a Borrower with Outstanding Secured Borrowings (i) will be at an interest rate equal to or lower than that of any outstanding bank loan, (ii) will be secured at least on an equal priority basis with at least an equivalent percentage of collateral to loan value as any outstanding bank loan that requires collateral, and (iii) will have a maturity no longer than any outstanding bank loan (and in any event not more than seven (7) days).

(c) Notwithstanding Sections 3.11(a) and (b), if any other lender to a Borrower imposes conditions with respect to the quality of or access to collateral securing a borrowing, the Borrower’s collateral for any Loan will be subject to the same conditions (if the other lender is another Fund) or the same or better conditions (in any other circumstance).

(d) Each pledge of collateral required pursuant to this Section 3.11 shall be made in accordance with and subject to the terms and conditions set forth in the collateral security agreement dated as of the Effective Date and signed by each Trust, substantially in the form set forth in Schedule C hereto (the “Security Agreement”).

(e) If requested by the Lender, the Borrower agrees to enter into, and use reasonable efforts to cause its custodian to enter into, a control agreement with the Lender on terms satisfactory to the Lender.

3.12       Records and Reports. Each Fund will maintain and preserve for a period of not less than six years from the end of the fiscal year in which any transaction under this Master Agreement has occurred, the first two years in an easily accessible place, written records of all Loans to which it was a party setting forth: (i) a description of the terms of the transaction,

including the amount, the maturity, and the rate of interest on the Loan, (ii) the rate of interest available at the time on short-term repurchase agreements and commercial bank borrowings, and (iii) a quarterly report of the Credit Facility Team to the applicable Board of Trustees and the other information presented to the applicable Board of Trustees related to their review of the Lending Facility. On a quarterly basis, the Credit Facility Team will prepare a report for the applicable Board of Trustees (i) concerning the participation of the Funds in the Lending Facility and the terms and other conditions of any extensions of credit under the Lending Facility and (ii) reporting on the operations of the Lending Facility.

4.                  Representations and Warranties

Each Borrower represents and warrants to each Lender and each Lender represents and warrants to each Borrower that:

(a) it is a series of the applicable Trust that is duly organized and validly existing under the laws of its jurisdiction of organization and is qualified to do business in every other jurisdiction where lack of such qualification would have a material adverse effect on its business, assets or condition (financial or otherwise);

(b) the applicable Trust is registered as an open-end management investment company under the 1940 Act;

(c) the execution, delivery and performance by the applicable Trust of this Master Agreement

(i) are within its power,

(ii) have been duly authorized by all necessary action, and

(iii) will not

(A) contribute to or result in a breach of or default under or conflict with any existing law, order, regulation or ruling of any governmental or regulatory agency or authority, any order, writ, injunction or ruling of any court or other tribunal, or any indenture, lease agreement, instrument or other undertaking to which the Trust is a party or by which it is or its property or assets may be bound or affected, or

(B) result in the imposition of any liens or encumbrances on any property or assets of the Trust (except as contemplated hereby), or

(C) require any additional approval or consent of, or filing with, shareholders of such Trust or any governmental or regulatory agency or authority bearing on the validity of any borrowing pursuant to this Master Agreement, or

(D) violate any provision of the Trust’s Agreement and Declaration of Trust or any amendment thereof, any of its investment policies and limitations, or any provision of its most recent Prospectus or Statement of Additional Information;

(d) this Master Agreement is a legally valid and binding obligation of the applicable Trust, enforceable against the Fund in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles relating to or limiting the rights of creditors generally; and

(e) it is not in material violation of any material term of its most recent Prospectus or Statement of Additional Information, or of its organizational documents, or of any investment, borrowing or other similar type of policy or restriction to which it is subject, or of any material term of any material agreement or instrument to which it is a party, or, to the best of its knowledge, of any judgment, decree, order, statute, rule or governmental regulation applicable to it.

5.            Covenants

5.1       Covenants in Effect Until Termination of Master Agreement. Until all of the obligations have been performed in full and its participation in the Lending Facility has been terminated as provided herein, each Borrower covenants that it will:

(a) maintain its legal existence and business; provided, however, that nothing contained in this Section 5.1(a) shall prohibit the merger or consolidation of any Borrower with or into another person upon written notice thereof to the Lenders under any Loans then outstanding, subject to the requirement that the surviving entity (if not previously a Borrower) be admitted as such in accordance with this Master Agreement, and subject to the further requirement that the surviving entity assumes all of the obligations of such Borrower under this Master Agreement, including, without limitation, the obligations of such Borrower with respect to any Loans outstanding to such Borrower at the time of such merger or consolidation;

(b) at any time and from time to time, at its own expense, promptly execute and deliver or file all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Lender may request, in order to perfect, protect, validate or preserve any security interest granted or pledged to the Lender pursuant to Section 3.11 hereof or to enable the Lender to exercise and enforce its rights and remedies thereunder with respect thereto;

(c) file all federal and other tax returns, reports and declarations required by all relevant jurisdictions on or before the due dates for such returns, reports and declarations and will pay all taxes and other governmental assessments and charges as and when they become due;

(d) comply in all material respects with all of its investment policies and restrictions and all applicable statutes, rules, regulations and orders of, and all applicable restrictions imposed by, all governmental authorities in respect of the conduct of its business and the ownership of its properties; provided that such Borrower shall not be required by reason of this section to comply therewith at any time while such Borrower shall be contesting its obligations to do so in good faith by appropriate proceedings promptly initiated and diligently conducted;

(e) promptly notify the Lender of any material change in its agreements with governmental authorities or regulators or its investment policies or restrictions or of any Credit Arrangements or modifications thereof; and

(f) upon request from the Lender from time to time, furnish to the Lender at reasonable times and intervals any information with respect to its financial standing and history or its property or business or prospects.

5.2       Covenants in Effect While Loans Are Outstanding.

5.2.1       The Borrower covenants that, so long as any principal of or interest on any Loan made to it is outstanding, it will:

(a) not, as long as any Unsecured Loan is outstanding hereunder, create or permit to exist any encumbrance in favor of any person or entity other than the Lender upon any of the assets of the Borrower other than (i) encumbrances created in connection with portfolio investments of the Borrower and (ii) to secure the Borrower’s obligations under any Credit Arrangement, in each case to the extent permitted by the provisions of its Prospectus and Statement of Additional Information;

(b) not take out any Loan that

(i) immediately after such Loan would cause the total of such loans to exceed 33 1/3% of the Borrower’s total assets, or

(ii) would cause such Borrower’s total loans to exceed 10% of such Borrower’s total assets unless any Loan hereunder is secured in accordance with Section 3.11 hereof;

(c) not, as long as any Loan made with respect to the Borrower is outstanding, allow the total amount of such Borrower’s Loans, as measured on the day when the most recent Loan was made, to exceed the greater of 125% of such Borrower’s total net cash redemptions for the preceding seven (7) calendar days and 102% of Sales Fails for the preceding seven (7) calendar days;

(d) notify the Lender if it draws on its Credit Arrangements, borrows from other Lenders under the Master Agreement, or borrows from other parties; and

(e) notify the Lender promptly of

(i) any material changes in its method of business, Prospectus, Statement of Additional Information, and

(ii) the occurrence of any event which would make any of the representations and warranties contained herein, or in any document, instrument or certificate delivered in connection herewith, untrue or inaccurate in any material respect.

5.2.2       The Lender covenants that

(a) its Loans to a single Borrower will not exceed 5% of the Lender’s net assets; and

(b) its aggregate Loans to all Borrowers constitute 15% or less of the Lender’s net assets at the time of any Loan.

6.             Documents to be Delivered Prior to Initial Loan. The Borrower shall deliver to the Lender prior to the first Loan between the parties any documents as the Lender shall have requested in order to comply with applicable rules and regulations promulgated by governmental and regulatory authorities.

7.            Default

7.1       Events of Default. The occurrence of any one or more of the following events (“Events of Default”) shall constitute an immediate Event of Default with respect to the Borrower:

(a) The Borrower shall fail to pay principal of, or interest on, any Loan as and when due, or the Borrower shall fail to perform any of its other Obligations; or

(b) There shall be a default by the Borrower under any Credit Arrangement, whether such Credit Arrangement now exists or shall hereafter be created, which default extends beyond any period of grace provided with respect thereto and which default relates to

(i) the obligations to pay the principal of or interest on any such indebtedness under the Credit Arrangement, or

(ii) an obligation other than the obligation to pay the principal of or interest on any such indebtedness and the effect of such default is to cause, or to permit the lender under the Credit Arrangement to cause, with the giving of notice if required, such indebtedness to become due prior to its stated maturity; or

(c) Any representation or warranty made by the Borrower in Section 4 of this Master Agreement, or in connection with any Loan made to or pledge of pledged collateral made by the Borrower, shall prove to have been incorrect in any material respect when made; or

(d) The Borrower shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any governmental or public authority shall take over

possession or control of a substantial part of the Borrower’s business; or any of the Borrower’s property shall become subject to attachment or other involuntary lien or levy; or any action or proceeding shall be commenced by the Borrower seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or debtors, seeking the entry of an order for relief of the appointment of a receiver, trustee, or similar official for it or for any substantial part of its property, or any such proceeding is commenced against it which results in the entry of an order for such relief or such proceeding is not dismissed or stayed for a period of sixty (60) days following such commencement; or

(e) An event of default occurs under any agreement evidencing an outstanding bank loan to the Borrower; provided that, in such circumstance, that event of default will automatically (without need for action or notice by the Lender) constitute an immediate event of default entitling the Lender to call the Loan (and exercise all rights with respect to any collateral) and that such a call will be deemed made if the lending bank exercises its right to call its loan under its agreement with the Borrower.

7.2       Remedies

7.2.1       Arbitration. In the event an Event of Default under Section 7.1(a) has occurred and not been cured within two Business Days from the Loan’s maturity or from the time the Lender makes a demand for payment (and none of the Events of Default specified in Section 7.1(d) has occurred), the Lender and the Borrower agree that such matter shall be submitted for binding arbitration to an independent arbitrator selected by the Board of Trustees of the Lender and Borrower. If the dispute involves a Lender and Borrower with different Boards of Trustees, the respective Boards of Trustees of the Lender and Borrower will select an independent arbitrator that is satisfactory to each party. Such independent arbitrator’s decision shall be binding and conclusive between the Lender and the Borrower. Such Arbitrator shall submit at least annually a written report of any dispute to the Boards of Trustees of the Funds describing the nature of any dispute and the actions taken by the Lender and Borrower to resolve the dispute.

7.2.2        Other Rights and Remedies. If an Event of Default has occurred and has not been resolved pursuant to Section 7.2.1, or any other Event of Default has occurred, then the Lender shall be entitled to exercise any and all rights and remedies available to it at law or in equity, including without limitation any rights and remedies that may be available to it under the Security Agreement referred to in Section 3.11 to the Master Agreement and, with respect to an Event of Default specified in Section 7.1(e), any rights and remedies available to it under Section 7.1(e), and the Borrower shall pay to the Lender all reasonable expenses and disbursements incurred by the Lender in connection with the enforcement of its rights and remedies under this Master Agreement including the reasonable fees and out-of-pocket expenses of counsel for the Lender with respect thereto.

8.           Notice. Except as otherwise expressly provided herein, all notices hereunder to any party shall be in writing and shall be delivered in hand, mailed by United States registered or certified first-class mail, postage prepaid or sent by fax, addressed to such party to the attention of the

person specified in the following sentence at the address set forth for such party below, or to such other person or address as such party may designate to the other party hereto by notice delivered in accordance with this Section 8. All notices to the Borrower shall be addressed to the Treasurer of the Borrower and all notices from the Borrower to the Lender shall be addressed to the Treasurer of the Lender. Written notice to the Credit Facility Team shall be sent to the following address: Putnam Investment Management, LLC, 100 Federal Street, Boston, MA 02110. The address for all Funds listed in this Master Agreement is: 100 Federal Street, Boston, MA 02110.

9.                  Amendments. Neither this Master Agreement nor any provision hereof may be amended in any respect except by a statement in writing executed by the parties hereto.

10.              Assignment. All of the terms of this Master Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns; provided, that the Borrower shall not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Lender.

11.              Survival of Covenants, Representations and Warranties. All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

12.              Section Headings. The descriptive section headings in this Master Agreement have been inserted for convenience of reference only and shall not be deemed to limit or otherwise affect the construction of any provision thereof or hereof.

13.              Counterparts. This Master Agreement and the documents contemplated hereby may be executed simultaneously in any number of counterparts each of which when so executed and delivered shall be an original, but all of which shall together constitute but one and the same document.

14.              Severability. If any of the provisions of this Master Agreement or any instrument delivered hereunder or the application thereof to any party hereto or to any person or circumstances is held invalid, the remainder of this Master Agreement or such instrument and the application thereof to any party hereto or to any other person or circumstances shall not be affected thereby.

15.              Governing Law. This Master Agreement shall be governed by, and construed in accordance with, the laws of The Commonwealth of Massachusetts, without giving effect to principles of conflicts of law.

16.              Entire Agreement. This Master Agreement and the other documents contemplated hereby and executed in connection herewith express the entire understanding of the parties with respect to the transactions contemplated hereby.

17.              Limitation of Liability of the Board of Trustees. A copy of the Agreement and Declaration of Trust of each Trust is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of each Trust as Trustees of such Trust and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the applicable Trust.

 

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, each of the parties hereto has caused this Master Agreement to be duly executed as an instrument under seal by its duly authorized officer as of the date first written above.

 

ALL TRUSTS LISTED ON SCHEDULE A OR SCHEDULE B

 

 

By: /s/ Jonathan S. Horwitz

Name:

Jonathan S. Horwitz

Title:

Executive Vice President, Principal Executive Officer and Compliance Liaison

 

 

 

PUTNAM INVESTMENT MANAGEMENT, LLC

 

 

By: /s/ Stephen J. Tate

Name:

Stephen J. Tate

Title:

General Counsel

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE A – Borrowing Funds

 

As amended as of September 24, 2021

 

Except as otherwise indicated below, for each Fund, the Master Agreement was effective as of July 16, 2010.

 

Putnam Asset Allocation Funds

-Putnam Dynamic Asset Allocation Balanced Fund

-Putnam Dynamic Asset Allocation Conservative Fund

-Putnam Dynamic Asset Allocation Growth Fund

-Putnam Income Strategies Portfolio (effective 11/22/19)

Putnam California Tax Exempt Income Fund

Putnam Convertible Securities Fund

Putnam Diversified Income Trust

Putnam Large Cap Value Fund

Putnam Funds Trust

-Putnam Dynamic Asset Allocation Equity Fund

-Putnam Dynamic Risk Allocation Fund (effective 9/9/11)

-Putnam Emerging Markets Equity Fund

-Putnam Fixed Income Absolute Return Fund (effective 9/20/19)

-Putnam Floating Rate Income Fund

-Putnam Focused Equity Fund (effective 9/20/19)

-Putnam Global Technology Fund

-Putnam Intermediate-Term Municipal Income Fund (effective 12/14/12)

-Putnam International Value Fund

-Putnam Mortgage Opportunities Fund (effective 4/6/15)

-Putnam Multi-Asset Absolute Return Fund (effective 9/20/19)

-Putnam Multi-Cap Core Fund (effective 5/14/10)

-Putnam Short Duration Bond Fund

-Putnam Short-Term Municipal Income Fund (effective 12/14/12)

-Putnam Small Cap Growth Fund

-Putnam Ultra Short Duration Income Fund (effective 6/17/11)

George Putnam Balanced Fund

Putnam Focused International Equity Fund

Putnam Global Health Care Fund

Putnam Global Income Trust

Putnam High Yield Fund

Putnam Income Fund

Putnam International Equity Fund

Putnam Investment Funds

-Putnam Growth Opportunities Fund

-Putnam International Capital Opportunities Fund

-Putnam PanAgora Risk Parity Fund (effective 6/23/17)

-Putnam Research Fund

-Putnam Small Cap Value Fund

-Putnam Sustainable Future Fund (effective 9/20/19)

Putnam Massachusetts Tax Exempt Income Fund

Putnam Minnesota Tax Exempt Income Fund

Putnam Mortgage Securities Fund (effective 9/20/19)

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 Sustainable Leaders Fund (effective 9/20/19)

Putnam Target Date Funds

-Putnam Retirement Advantage Maturity Fund (effective 11/22/19)

-Putnam Retirement Advantage 2065 Fund (effective 12/30/20)

-Putnam Retirement Advantage 2060 Fund (effective 11/22/19)

-Putnam Retirement Advantage 2055 Fund (effective 11/22/19)

-Putnam Retirement Advantage 2050 Fund (effective 11/22/19)

-Putnam Retirement Advantage 2045 Fund (effective 11/22/19)

-Putnam Retirement Advantage 2040 Fund (effective 11/22/19)

-Putnam Retirement Advantage 2035 Fund (effective 11/22/19)

-Putnam Retirement Advantage 2030 Fund (effective 11/22/19)

-Putnam Retirement Advantage 2025 Fund (effective 11/22/19)

-Putnam RetirementReady Maturity Fund

-Putnam RetirementReady 2065 Fund (effective 1/4/21)

-Putnam RetirementReady 2060 Fund (effective 11/30/15)

-Putnam RetirementReady 2055 Fund (effective 6/11/10)

-Putnam RetirementReady 2050 Fund

-Putnam RetirementReady 2045 Fund

-Putnam RetirementReady 2040 Fund

-Putnam RetirementReady 2035 Fund

-Putnam RetirementReady 2030 Fund

-Putnam RetirementReady 2025 Fund

Putnam Tax Exempt Income Fund

Putnam Tax-Free Income Trust

-Putnam Strategic Intermediate Municipal Fund

-Putnam Tax-Free High Yield Fund

Putnam Variable Trust

-Putnam VT Diversified Income Fund

-Putnam VT Large Cap Value Fund

-Putnam VT Emerging Markets Equity Fund

-Putnam VT George Putnam Balanced Fund

-Putnam VT Global Asset Allocation Fund

-Putnam VT Focused International Equity Fund

-Putnam VT Global Health Care Fund

-Putnam VT Growth Opportunities Fund

-Putnam VT High Yield Fund

-Putnam VT Income Fund

-Putnam VT International Equity Fund

-Putnam VT International Value Fund

-Putnam VT Mortgage Securities Fund (effective 9/20/19)

-Putnam VT Multi-Asset Absolute Return Fund (effective 9/20/19)

-Putnam VT Multi-Cap Core Fund (effective 9/20/19)

-Putnam VT Research Fund

-Putnam VT Small Cap Growth Fund (effective 9/20/19)

-Putnam VT Small Cap Value Fund

-Putnam VT Sustainable Future Fund (effective 9/20/19)

-Putnam VT Sustainable Leaders Fund (effective 9/20/19)

 

EACH TRUST LISTED ABOVE, ON BEHALF OF EACH OF ITS FUNDS LISTED ABOVE

 

 

By: /s/ Jonathan S. Horwitz

Name:

Jonathan S. Horwitz

Title:

Executive Vice President, Principal Executive Officer and Compliance Liaison

 

 

 

PUTNAM INVESTMENT MANAGEMENT, LLC

 

 

By: /s/ Stephen J. Tate

Name:

Stephen J. Tate

Title:

General Counsel

 

 

SCHEDULE B – Lending Funds

 

As amended as of September 24, 2021

 

Except as otherwise indicated below, for each Fund, the Master Agreement was effective as of July 16, 2010.

 

Putnam Asset Allocation Funds

-Putnam Dynamic Asset Allocation Balanced Fund

-Putnam Dynamic Asset Allocation Conservative Fund

-Putnam Dynamic Asset Allocation Growth Fund

-Putnam Income Strategies Portfolio (effective 11/22/19)

Putnam Convertible Securities Fund

Putnam Diversified Income Trust

Putnam Large Cap Value Fund

Putnam Funds Trust

-Putnam Dynamic Asset Allocation Equity Fund

-Putnam Dynamic Risk Allocation Fund (effective 9/9/11)

-Putnam Emerging Markets Equity Fund

-Putnam Fixed Income Absolute Return Fund (effective 9/20/19)

-Putnam Floating Rate Income Fund

-Putnam Focused Equity Fund (effective 9/20/19)

-Putnam Global Technology Fund

- Putnam Intermediate-Term Municipal Income Fund (effective 12/14/12)

-Putnam International Value Fund

-Putnam Mortgage Opportunities Fund (effective 4/6/15)

-Putnam Multi-Asset Absolute Return Fund (effective 9/20/19)

-Putnam Multi-Cap Core Fund (effective 5/14/10)

-Putnam Short Duration Bond Fund

-Putnam Short Term Investment Fund (effective 11/9/12)

-Putnam Short-Term Municipal Income Fund (effective 12/14/12)

-Putnam Small Cap Growth Fund

-Putnam Ultra Short Duration Income Fund (effective 6/17/11)

George Putnam Balanced Fund

Putnam Focused International Equity Fund

Putnam Global Health Care Fund

Putnam Global Income Trust

Putnam High Yield Fund

Putnam Income Fund

Putnam International Equity Fund

Putnam Investment Funds

-Putnam Government Money Market Fund (effective 10/16/15)

-Putnam Growth Opportunities Fund

-Putnam International Capital Opportunities Fund

-Putnam PanAgora Risk Parity Fund (effective 6/23/17)

-Putnam Research Fund

-Putnam Small Cap Value Fund

-Putnam Sustainable Future Fund (effective 9/20/19)

Putnam Master Intermediate Income Trust

Putnam Money Market Fund

Putnam Mortgage Securities Fund (effective 9/20/19)

Putnam Premier Income Trust

Putnam Sustainable Leaders Fund (effective 9/20/19)

Putnam Target Date Funds

-Putnam Retirement Advantage Maturity Fund (effective 11/22/19)

-Putnam Retirement Advantage 2065 Fund (effective 12/30/20)

-Putnam Retirement Advantage 2060 Fund (effective 11/22/19)

-Putnam Retirement Advantage 2055 Fund (effective 11/22/19)

-Putnam Retirement Advantage 2050 Fund (effective 11/22/19)

-Putnam Retirement Advantage 2045 Fund (effective 11/22/19)

-Putnam Retirement Advantage 2040 Fund (effective 11/22/19)

-Putnam Retirement Advantage 2035 Fund (effective 11/22/19)

-Putnam Retirement Advantage 2030 Fund (effective 11/22/19)

-Putnam Retirement Advantage 2025 Fund (effective 11/22/19)

-Putnam RetirementReady Maturity Fund

-Putnam RetirementReady 2065 Fund (effective 1/4/21)

-Putnam RetirementReady 2060 Fund (effective 11/30/15)

-Putnam RetirementReady 2055 Fund (effective 6/11/10)

-Putnam RetirementReady 2050 Fund

-Putnam RetirementReady 2045 Fund

-Putnam RetirementReady 2040 Fund

-Putnam RetirementReady 2035 Fund

-Putnam RetirementReady 2030 Fund

-Putnam RetirementReady 2025 Fund

Putnam Variable Trust

-Putnam VT Diversified Income Fund

-Putnam VT Large Cap Value Fund

-Putnam VT Emerging Markets Equity Fund

-Putnam VT George Putnam Balanced Fund

-Putnam VT Global Asset Allocation Fund

-Putnam VT Focused International Equity Fund

-Putnam VT Global Health Care Fund

-Putnam VT Government Money Market Fund

-Putnam VT Growth Opportunities Fund

-Putnam VT High Yield Fund

-Putnam VT Income Fund

-Putnam VT International Equity Fund

-Putnam VT International Value Fund

-Putnam VT Mortgage Securities Fund (effective 9/20/19)

-Putnam VT Multi-Asset Absolute Return Fund (effective 9/20/19)

-Putnam VT Multi-Cap Core Fund (effective 9/20/19)

-Putnam VT Research Fund

-Putnam VT Small Cap Growth Fund (effective 9/20/19)

-Putnam VT Small Cap Value Fund

-Putnam VT Sustainable Future Fund (effective 9/20/19)

-Putnam VT Sustainable Leaders Fund (effective 9/20/19)

 

 

EACH TRUST LISTED ABOVE, ON BEHALF OF EACH OF ITS FUNDS LISTED ABOVE

 

 

By: /s/ Jonathan S. Horwitz

Name:

Jonathan S. Horwitz

Title:

Executive Vice President, Principal Executive Officer and Compliance Liaison

 

 

 

PUTNAM INVESTMENT MANAGEMENT, LLC

 

 

By: /s/ Stephen J. Tate

Name:

Stephen J. Tate

Title:

General Counsel

SCHEDULE C

 

AMENDED AND RESTATED COLLATERAL SECURITY AGREEMENT

 

This Amended and Restated Collateral Security Agreement (this “Agreement”) is made this 24^th day of September, 2021, by and among each investment company listed on the signature pages hereto (each, a “Trust” and collectively, the “Trusts”), on behalf of each Borrower and Lender (as such terms are defined in the Master Agreement (defined below)).

 

WHEREAS, each Trust, on behalf of each Borrower and Lender, has entered into an Amended and Restated Master Interfund Lending Agreement dated as of September 24, 2021 by and among each Trust and Putnam Investment Management, LLC (the “Master Agreement”) in accordance with the terms of (i) the exemptive order from the U.S. Securities and Exchange Commission dated April 10, 2002 exempting such Borrowers and Lenders and Putnam Investment Management, LLC from certain provisions of the Investment Company Act of 1940, as amended; and (ii) the Interfund Lending Procedures, as in effect from time to time, for Loans by and among the Funds;

 

NOW, THEREFORE, each Borrower, in consideration of Loans heretofore, now or from time to time hereafter made, given or extended to the Borrower by a Lender, hereby agrees with the Lenders as follows:

 

1.       Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed thereto in the Master Agreement.

 

2.       Effective upon the transfer of collateral, pursuant to Section 3.11 of the Master Agreement, or as provided herein, to an account owned or controlled by a Lender, as security for the payment of any and all loans heretofore, now or from time to time hereafter made, given or extended to a Borrower by the Lender under and pursuant to the Master Agreement (which loans shall hereinafter be referred to collectively as the “Secured Liabilities” and each individually as a “Secured Liability”), the Lender shall have, and the Borrower hereby grants to the Lender, a security interest in (i) any and all securities and other instruments owned by the Borrower which have been or at any time shall be delivered to the Lender or its custodian by or on behalf of the Borrower or have or at any time shall otherwise come into the possession, custody or control of the Lender or its custodian, including securities and other instruments held in depository trust companies and other institutions and clearing agencies in segregated accounts in the name of the Lender; (ii) all right, title, interest and power (including the power of hypothecation and disposition) of the Borrower in, or in respect of any and all securities and other instruments owned by the Borrower which have or at any time shall come into the possession, custody or control of the Lender or its custodian in any way for any purpose whatsoever, whether or not the Lender shall have accepted said property for the purpose or purposes for which said property was delivered to or otherwise caused to come into the possession, custody or control of the Lender or its custodian; and (iii) all proceeds of any of the foregoing. All property shall be deemed to be in the possession,

custody or control of the Lender as soon as it is transferred to the Lender or its custodian or if the Lender and the Borrower enter into a control agreement satisfactory to the Lender with the Borrower’s custodian. If the Lender shall at any time deem itself insecure in respect of any Secured Liability, the Borrower will deliver to the Lender or its custodian upon demand additional collateral owned by the Borrower satisfactory to the Lender. The term “collateral” as hereinafter used shall mean and include the securities and other instruments, together with proceeds of the securities and other instruments, and any and all property, rights, titles, powers, sums, receivables or claims which by virtue of the provisions of this Agreement are or shall be at the time in question subject to a security interest in favor of the Lender.

 

3.       Upon the occurrence and during the continuance of an Event of Default (as defined in the Master Agreement), or any time or times thereafter, (i) the Lender may exercise any and all rights and remedies (a) granted to the Lender by the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts or otherwise allowed at law, and/or (b) otherwise provided by this Agreement or the Master Agreement, and (ii) any and all Secured Liabilities of the Borrower shall, at the option of the Lender, become due and payable without notice or demand, notwithstanding any credit or time allowed to the Borrower by any instrument or other document evidencing the same or otherwise.

 

4.       Upon the occurrence and during the continuance of an Event of Default, the Lender shall have full power and authority to sell any or all of the collateral of the Borrower. Except as required by law, such sale or other disposition may be made without advertisement or any notice to the Borrower or to any other person. Where reasonable notification of the time or place of such sale or other disposition is so required, such requirement shall be met if such notice is given in the manner prescribed in Paragraph 10 hereof at least five days before the time of such sale or other disposition to each person entitled to such notice, addressed, if to the Borrower, in the manner specified in said Paragraph 10, or, if to any person, to such person at such person’s last address known to the Lender. After deducting all costs and expenses of collection, storage, custody, sale or other disposition and delivery (including legal costs and reasonable attorneys’ fees) and all other charges against the collateral, the residue of the proceeds of any such sale or other disposition shall be applied to the payment of any and all of the Secured Liabilities, due or to become due, in such order of preference as the Lender may determine, proper allowance for interest on liabilities not then due being made, and, unless otherwise provided by law, any surplus shall be returned to the Borrower.

 

5.       The Borrower will pay when due all taxes, assessments, liens, premiums or other charges against the collateral and, if the Borrower and the Lender agree it is appropriate, the Borrower will fully insure the same in favor and to the satisfaction of the Lender against loss by any risk to which the collateral or any part thereof may be subject and will on demand deposit with the Lender the policies covering any such insurance. Although under no obligation to do so, the Lender may at any time and from time to time pay any taxes, assessments, liens, premiums or other charges against the collateral, and

may insure the same or otherwise protect the value thereof and the property represented thereby, and in such event all expenditures so incurred shall be chargeable to the Borrower and secured by the collateral of the Borrower. The Lender shall be under no obligation to take any steps necessary to preserve rights in any collateral against prior parties but may do so at its option. Upon the occurrence and during the continuance of an Event of Default, the Lender may at any time and from time to time transfer into its own name or that of its nominee any securities constituting part of the collateral of the Borrower and receive the income thereon and hold the same as additional collateral or apply it to the payment of any or all of the Secured Liabilities and may at any time notify the obligor(s) on any collateral to make payment of the Lender of any amounts due or to become due thereon.

 

6.       Upon the occurrence and during the continuance of an Event of Default, the Lender may, at any time and from time to time, transfer or assign the whole or any part of any Secured Liability and may transfer therewith, or assign to and set apart for the account of the transferee or assignee thereof, in either event as security therefor, the whole or any part of the collateral of the Borrower. If the Lender does so transfer or assign and set apart the whole or any part of the collateral, the transferee or assignee thereof, without notice to the Borrower, shall thereupon become vested with, and may thereafter exercise, every right and power hereby given to the Lender in respect thereof, and the Lender shall thereafter be forever relieved and fully discharged from any liability or responsibility in respect thereof, except that the Lender shall continue to use reasonable care in the custody and preservation of any collateral so assigned and set apart while such collateral remains in the possession of the Lender. Such transferee or assignee shall have no right or power in respect of any part of the collateral not so transferred or assigned and set apart, in respect whereof the Lender shall retain all rights and powers hereby given in respect thereof.

 

7.       Except as provided in Paragraphs 4, 5 and 6 hereof, the Lender shall at no time transfer or assign the whole or any part of any Secured Liability or assign, transfer or set aside the whole or any part of the collateral held in security therefor except to an assignee of the Loans secured thereby.

 

8.       Upon the request of the Borrower following the payment in full of all loans and Secured Liabilities and termination of the Master Agreement, the Lender shall (i) return or cause to be returned to the Borrower all collateral which shall remain in the possession, custody or control of the Lender or its custodian at such time, and (ii) shall deliver to the Borrower such instruments, UCC termination statements and other documents, and provide for delivery of such instructions to the custodian, in each case as the Borrower may reasonably request for the purpose of releasing (in fact and as a matter of record) the security interest created by this Agreement.

 

9.       Except as is otherwise expressly provided herein or by law, the Borrower waives all demands and notices in connection with this Agreement or the enforcement of the Lender’s rights hereunder and also waives presentment, demand, notice, protest and all other demands and notices in connection with any Secured Liability or the

enforcement of the Lender’s rights with respect thereto and hereby consents that the time of payment of any Secured Liability may be extended from time to time and that no such extension or other indulgence granted to any other party primarily or secondarily liable on any Secured Liability, no discharge or release of any such party and no substitution, release or surrender of collateral of the Borrower shall discharge or otherwise affect the liability of the Borrower on or in respect of any Secured Liability. No delay or omission on the part of the Lender in exercising any right hereunder shall operate as a waiver of such right on any one occasion and shall not be construed as a bar to or waiver of any such right on any future occasion.

 

10.       Any demand upon or notice to the Borrower permitted or required hereunder shall be sufficient if, and effective when, deposited in the mails, postage prepaid, addressed to the Borrower at 100 Federal Street, Boston, MA 02110 or at such other address of the Borrower appearing on the first page of this Agreement or at such other address as the Borrower may furnish to the Lender as the address to which such demands, notices or other communications addressed to the Borrower shall be mailed or forwarded.

 

11.       This Agreement may be terminated by the Borrower giving written notice of such termination to the Lender, provided, however, that such termination shall not be effective unless and until all loans and Secured Liabilities (including those contingent or not yet due) existing as of the time of receipt of such notice by the Lender have been paid in full.

 

12.       The Borrower will pay on demand all costs and expenses (including legal costs and reasonable attorneys’ fees) incurred or paid by the Lender in collecting any loan or Secured Liability upon any default in respect thereof, and all costs and expenses so incurred shall be secured by the collateral.

 

13.       This Agreement shall inure to the benefit of the Lender, its successors and assigns, and shall be binding upon the Borrower, its successors and assigns.

 

14.       This Agreement shall be governed by, and construed in accordance with, the laws of the State of Massachusetts.

 

15.       A copy of the Agreement and Declaration of Trust of each Trust is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of each Trust as Trustees of such Trust and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the applicable Trust.

 

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

 

 

ALL TRUSTS LISTED ON SCHEDULE A OR SCHEDULE B TO THE MASTER AGREEMENT, AS SUCH SCHEDULES ARE AMENDED FROM TIME TO TIME

 

 

 

By: /s/ Jonathan S. Horwitz

Name:

Jonathan S. Horwitz

Title:

Executive Vice President, Principal Executive Officer and Compliance Liaison

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the use in this Registration Statement on Form N-1A of our report dated August 9, 2021, relating to the financial statements and financial highlights of Putnam International Equity Fund, which appears in such Registration Statement. We also consent to the references to us under the headings "Financial highlights" and "Independent Registered Public Accounting Firm and Financial Statements" in such Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

October 26, 2021

 

PUTNAM FUNDS
SUB-MANAGEMENT CONTRACT

This Sub-Management Contract is dated as of February 27, 2014 between PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”) and PUTNAM INVESTMENTS LIMITED, a company organized under the laws of England and Wales (the “Sub-Manager”).

WHEREAS, the Manager is the investment manager of each of the investment companies registered under the United States Investment Company Act of 1940, as amended, that are identified on Schedule A hereto, as it may from time to time be amended by the Manager (the “Funds”), and a registered investment adviser under the United States Investment Advisers Act of 1940, as amended;

WHEREAS, the Sub-Manager is licensed as an investment manager by the Financial Conduct Authority of the United Kingdom (the “FCA”); and

WHEREAS, the Manager desires to engage the Sub-Manager from time to time to manage a portion of certain of the Funds:

NOW THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows:

1.

SERVICES TO BE RENDERED BY SUB-MANAGER.

(a)               The Sub-Manager, at its expense, will furnish continuously an investment program for that portion of any Fund the management of which is allocated from time to time by the Manager to the Sub-Manager (an “Allocated Sleeve”). The Manager shall, in its sole discretion, determine which Funds will have an Allocated Sleeve and the amount of assets allocated from time to time to each such Allocated Sleeve; provided that, with respect to any Fund, the Trustees of such Fund must have approved the use of the Sub-Manager prior to the creation of an Allocated Sleeve for such Fund. The Sub-Manager will determine what investments shall be purchased, held, sold or exchanged by any Allocated Sleeve and what portion, if any, of the assets of the Allocated Sleeve shall be held uninvested and shall, on behalf of the Fund, make changes in the Fund’s investments held in such Allocated Sleeve.

(b)               The Manager may also, at its discretion, request the Sub-Manager to provide assistance with purchasing and selling securities for any Fund, including the placement of orders with broker-dealers selected in accordance with Section 1(d), even if the Manager has not established an Allocated Sleeve for such Fund.

(c)               The Sub-Manager at its expense will furnish all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully.

(d)               The Sub-Manager shall place all orders for the purchase and sale of portfolio investments for any Allocated Sleeve with brokers or dealers selected by the Sub-Manager. In the selection of such brokers or dealers and the placing of such orders, the Sub-Manager shall use its best efforts to obtain for the related Fund the most favorable price and execution available, except to

the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Manager, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Funds may determine, the Sub-Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Manager or the Sub-Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Fund and to other clients of the Manager or the Sub-Manager as to which the Manager or the Sub-Manager exercises investment discretion. The Sub-Manager agrees that in connection with purchases or sales of portfolio investments for any Fund, neither the Sub-Manager nor any officer, director, employee or agent of the Sub-Manager shall act as a principal or receive any commission other than as provided in Section 3.

(e)               The Sub-Manager shall not be obligated to pay any expenses of or for the Manager or any Fund not expressly assumed by the Sub-Manager pursuant to this Section 1.

(f)                In the performance of its duties, the Sub-Manager will comply with the provisions of the Agreement and Declaration of Trust and By-Laws of each applicable Fund and such Fund’s stated investment objectives, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of such Fund and to comply with other policies which the Manager or the Trustees may from time to time determine and shall exercise the same care and diligence expected of the Manager.

2.

OTHER AGREEMENTS, ETC.

It is understood that any of the shareholders, Trustees, officers and employees of a Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Sub-Manager, and in any person controlled by or under common control with the Sub-Manager, and that the Sub-Manager and any person controlled by or under common control with the Sub-Manager may have an interest in such Fund. It is also understood that the Sub-Manager and any person controlled by or under common control with the Sub-Manager have and may have advisory, management, service or other contracts with other organizations and persons, and may have other interests and business.

3.

COMPENSATION.

Except as provided below, the Manager will pay to the Sub-Manager as compensation for the Sub-Manager’s services rendered, a fee, computed and paid quarterly at the annual rate of

0.35% per annum of average aggregate net asset value of the assets in equity and asset allocation Allocated Sleeves and 0.40% per annum of average aggregate net asset value of the assets in fixed income Allocated Sleeves, except for fixed income Allocated Sleeves in certain fixed income Funds enumerated as follows (with the per annum fee provided in parentheses): Putnam Money Market Liquidity Fund (0.20%), Putnam Government Money Market Fund (0.20%), Putnam Short Term Investment Fund (0.20%), Putnam Money Market Fund (0.25%), Putnam VT Government Money Market Fund (0.25%), Putnam Short Duration Income Fund (0.25%), Putnam Short-Term Municipal Income Fund (0.25%), Putnam American Government Income Fund (0.25%), Putnam Income Fund (0.25%), Putnam U.S. Government Income Trust (0.25%), Putnam VT American Government Income Fund (0.25%), and Putnam VT Income Fund (0.25%).

Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during a quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each quarter within 30 days after the close of such quarter. The Sub-Manager shall look only to the Manager for payment of its fees. No Fund shall have any responsibility for paying any fees due the Sub-Manager.

With respect to each of Putnam High Income Securities Fund, Putnam Master Intermediate Income Trust and Putnam Premier Income Trust, the Manager will pay to the Sub-Manager as compensation for the Sub-Manager’s services rendered, a fee, computed and paid quarterly at the annual rate of 0.40% of Average Weekly Assets in Allocated Sleeves. “Average Weekly Assets” means the average of the weekly determinations of the difference between the total assets of the Fund (including any assets attributable to leverage for investment purposes) attributable to an Allocated Sleeve and the total liabilities of the Fund (excluding liabilities incurred in connection with leverage for investment purposes) attributable to such Allocated Sleeve, determined at the close of the last business day of each week, for each week which ends during the quarter. Such fee shall be payable for each quarter within 30 days after the close of such quarter. As used in this Section 3, “leverage for investment purposes” means any incurrence of indebtedness the proceeds of which are to be invested in accordance with the Fund’s investment objective. For purposes of calculating Average Weekly Assets, liabilities associated with any instruments or transactions used to leverage the Fund’s portfolio for investment purposes (whether or not such instruments or transactions are “covered” within the meaning of the Investment Company Act of 1940 and the rules and regulations thereunder, giving effect to any interpretations of the Securities and Exchange Commission and its staff) are not considered liabilities. For purposes of calculating Average Weekly Assets, the total assets of the Fund will be deemed to include (a) any proceeds from the sale or transfer of an asset (the “Underlying Asset”) of the Fund to a counterparty in a reverse repurchase or dollar roll transaction and (b) the value of such Underlying Asset as of the relevant measuring date.

In the event that the Manager’s management fee from any of Putnam High Income Securities Fund, Putnam Master Intermediate Income Trust or Putnam Premier Income Trust is reduced pursuant to the investment management contract between such Fund and the Manager because during any Measurement Period (as defined below) the amount of interest payments and fees with respect to indebtedness or other obligation of the Fund incurred for investment leverage purposes, plus additional expenses attributable to any such leverage for investment purposes, exceeds the portion of the Fund’s net income and net short-term capital gains (but not long-term

capital gains) accruing during such Measurement Period as a result of the fact that such indebtedness or other obligation was outstanding during the Measurement Period, the fee payable to the Sub-Manager with respect to such Fund shall be reduced in the same proportion as the fee paid to the Manager with respect to such Fund is so reduced. “Measurement Period” shall be any period for which payments of interest or fees (whether designated as such or implied) are payable in connection with any indebtedness or other obligation of the Fund incurred for investment purposes.

If the Sub-Manager shall serve for less than the whole of a quarter, the foregoing compensation shall be prorated.

4.

ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.

This Contract shall automatically terminate without the payment of any penalty, in the event of its assignment; and this Contract shall not be amended with respect to any Allocated Sleeve unless such amendment be approved at a meeting by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the related Fund who are not interested persons of such Fund or of the Manager.

5.

EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.

This Contract shall become effective upon its execution, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows:

(a)               Either party hereto or, with respect to any Allocated Sleeve, the related Fund may at any time terminate this Contract by not more than sixty days’ nor less than thirty days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or

(b)               With respect to any Allocated Sleeve, if (i) the Trustees of the related Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of such Fund, and (ii) a majority of the Trustees of such Fund who are not interested persons of such Fund or of the Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Contract, then this Contract shall automatically terminate at the close of business on the anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later, or

(c)               With respect to any Allocated Sleeve, automatically upon termination of the Manager’s investment management contract with the related Fund.

Action by a Fund under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of such Fund.

Termination of this Contract pursuant to this Section 5 will be without the payment of any penalty.

6.

CERTAIN DEFINITIONS.

For the purposes of this Contract, the “affirmative vote of a majority of the outstanding shares of a Fund” means the affirmative vote, at a duly called and held meeting of shareholders of such Fund, (a) of the holders of 67% or more of the shares of such Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of such Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of such Fund entitled to vote at such meeting, whichever is less.

For the purposes of this Contract, the terms “affiliated person,” “control,” “interested person” and “assignment” shall have their respective meanings defined in the United States Investment Company Act of 1940 and the Rules and Regulations thereunder (the “1940 Act”), subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act; the term “specifically approve at least annually” shall be construed in a manner consistent with the 1940 Act, and the Rules and Regulations thereunder; and the term “brokerage and research services” shall have the meaning given in the United States Securities Exchange Act of 1934 and the Rules and Regulations thereunder.

7.

NON-LIABILITY OF SUB-MANAGER.

In the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-Manager, or reckless disregard of its obligations and duties hereunder, the Sub-Manager shall not be subject to any liability to the Manager, any Fund or to any shareholder of any Fund, for any act or omission in the course of, or connected with, rendering services hereunder.

8.

ADDITIONAL PROVISIONS.

(a)               The Sub-Manager represents that it is regulated by the FCA in the conduct of its investment business. The Sub-Manager has in operation a written procedure in accordance with FCA rules for the effective consideration and proper handling of complaints from customers. Any complaint by the Manager or any Fund should be sent to the Compliance Officer of the Sub-Manager. The Manager and any Fund is also entitled to make any complaints about the Sub-Manager to the Financial Ombudsman Service established by the FCA. The Manager and any Fund may also request a statement describing its rights to compensation in the event of the Sub-Manager’s inability to meet its liabilities.

(b)               The Manager represents that it and each Fund are “Professional Customers” in the meaning of the FCA’s rules.

(c)               Although each Fund is not a party hereto and shall have no responsibility for the Manager’s or the Sub-Manager’s obligations hereunder, each Fund is named as explicit third party beneficiary of the parties’ agreements hereunder.

IN WITNESS WHEREOF, PUTNAM INVESTMENTS LIMITED and PUTNAM INVESTMENT MANAGEMENT, LLC have each caused this instrument to be signed in duplicate on its behalf by an officer duly authorized, all as of the day and year first above written.

	PUTNAM INVESTMENTS LIMITED
	By:	/s/ Simon Davis Simon Davis
	PUTNAM INVESTMENT MANAGEMENT, LLC
	By:	/s/ James. P. Pappas James P. Pappas Director of Trustee Relations and Authorized Person

 

Schedule A

Effective as of December 30, 2020 (except as noted)

Putnam California Tax Exempt Income Fund

Putnam Convertible Securities Fund

Putnam Diversified Income Trust

Putnam Dynamic Asset Allocation Balanced Fund

Putnam Dynamic Asset Allocation Conservative Fund

Putnam Dynamic Asset Allocation Equity Fund

Putnam Dynamic Asset Allocation Growth Fund

Putnam Dynamic Risk Allocation Fund

Putnam Equity Income Fund

Putnam Emerging Markets Equity Fund

Putnam Fixed Income Absolute Return Fund

Putnam Floating Rate Income Fund

Putnam Focused Equity Fund

George Putnam Balanced Fund

Putnam Global Equity Fund

Putnam Global Health Care Fund

Putnam Global Income Trust

Putnam Global Technology Fund

Putnam Government Money Market Fund

Putnam Growth Opportunities Fund

Putnam High Yield Fund

Putnam Income Fund

Putnam Income Strategies Portfolio

Putnam Intermediate-Term Municipal Income Fund

Putnam International Capital Opportunities Fund

Putnam International Equity Fund

Putnam International Value Fund

Putnam International Growth Fund

Putnam Managed Municipal Income Trust

Putnam Massachusetts Tax Exempt Income Fund

Putnam Master Intermediate Income Trust

Putnam Minnesota Tax Exempt Income Fund

Putnam Money Market Fund

Putnam Mortgage Opportunities Fund

Putnam Mortgage Recovery Fund

Putnam Mortgage Securities Fund

Putnam Multi-Asset Absolute Return Fund

Putnam Multi-Cap Core Fund

Putnam Municipal Opportunities Trust

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 Premier Income Trust

Putnam Research Fund

Putnam RetirementReady Maturity Fund

Putnam RetirementReady 2065 Fund (effective January 4, 2021)

Putnam RetirementReady 2060 Fund

Putnam RetirementReady 2055 Fund

Putnam RetirementReady 2050 Fund

Putnam RetirementReady 2045 Fund

Putnam RetirementReady 2040 Fund

Putnam RetirementReady 2035 Fund

Putnam RetirementReady 2030 Fund

Putnam RetirementReady 2025 Fund

Putnam Retirement Advantage Maturity Fund

Putnam Retirement Advantage 2065 Fund

Putnam Retirement Advantage 2060 Fund

Putnam Retirement Advantage 2055 Fund

Putnam Retirement Advantage 2050 Fund

Putnam Retirement Advantage 2045 Fund

Putnam Retirement Advantage 2040 Fund

Putnam Retirement Advantage 2035 Fund

Putnam Retirement Advantage 2030 Fund

Putnam Retirement Advantage 2025 Fund

Putnam Short Term Investment Fund

Putnam Short-Term Municipal Income Fund

Putnam Small Cap Growth Fund

Putnam Small Cap Value Fund

Putnam Strategic Intermediate Municipal Fund

Putnam Sustainable Future Fund

Putnam Sustainable Leaders Fund

Putnam Tax Exempt Income Fund

Putnam Tax-Free High Yield Fund

Putnam Ultra Short Duration Income Fund

Putnam VT Diversified Income Fund

Putnam VT Emerging Markets Equity Fund

Putnam VT Equity Income Fund

Putnam VT George Putnam Balanced Fund

Putnam VT Global Asset Allocation Fund

Putnam VT Global Equity Fund

Putnam VT Global Health Care Fund

Putnam VT Government Money Market Fund

Putnam VT Growth Opportunities Fund

Putnam VT High Yield Fund

Putnam VT Income Fund

Putnam VT International Equity Fund

Putnam VT International Value Fund

Putnam VT Mortgage Securities Fund

Putnam VT Multi-Asset Absolute Return Fund

Putnam VT Multi-Cap Core Fund

Putnam VT Research Fund

Putnam VT Small Cap Growth Fund

Putnam VT Small Cap Value Fund

Putnam VT Sustainable Leaders Fund

Putnam VT Sustainable Future Fund

 

	PUTNAM INVESTMENTS LIMITED
	/s/ Jeffrey L. Gould
	By: ________________________________________
	Jeffrey L. Gould Director
	PUTNAM INVESTMENT MANAGEMENT, LLC
	/s/ Robert T. Burns
	By:      ________________________________________
	Robert T. Burns
	Vice President and Chief Legal Officer

 

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AMENDMENT TO MASTER CUSTODIAN AGREEMENT

 

This Amendment to Master Custodian Agreement (“Amendment”) is made as of June 25, 2021, by and between each management investment company party thereto (each, a “Fund” and collectively, the “Funds,” and each series of a Fund, a “Portfolio”), each severally and not jointly, and State Street Bank and Trust Company (the “Custodian”).

 

WHEREAS, each Fund and the Custodian entered into that certain Master Custodian Agreement dated as of January 1, 2007 (as amended, modified and supplemented from time to time, the “Agreement”); and

 

WHEREAS, each Fund and the Custodian desire to amend the Agreement as set forth herein.

 

NOW THEREFORE, in consideration of the foregoing, each Fund, acting on its own behalf separately from all of the other investment companies and not jointly or jointly and severally with any of the other investment companies, and the Custodian hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:

 

1.       Section 16(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

 

“(a) This Agreement shall continue in full force and effect until December 31, 2021, unless the Funds provide written notice to Custodian of the Funds’ intent either to renew this Agreement for an additional term or to terminate this Agreement, which notice shall be provided by the Funds to the Custodian no later than December 31, 2021 (“Fund Notice”). If the Funds provide a Fund Notice pursuant to which the Funds elect to terminate this Agreement, this Agreement shall then terminate one hundred eighty (180) days after the last day of the month during which the Fund Notice is provided (the effective date of such termination being referred to as the “Termination Date”), subject to any Extension Period (as defined below) and any additional extension as the parties may agree to separately in writing. Upon termination of this Agreement pursuant to this paragraph, upon receipt of a final bill from the Custodian, the Funds shall pay all accrued and unpaid fees under this Agreement. If the Funds provide a Fund Notice pursuant to which the Funds elect to renew the Agreement, the parties will engage in good faith negotiations to enter into an extension or an amendment and restatement of this Agreement on mutually acceptable terms (“Extension”), and this Agreement shall continue in full force and effect until such time as the parties execute the Extension, subject to either party’s right to give one hundred eighty (180) days’ prior written notice of its intention to terminate the Agreement  (subject to any Extension Period and any additional extension as the parties may agree to separately in writing) in the event that, in its reasonable judgement, substantial good faith progress toward agreement of an Extension is not being made. If this Agreement is terminated, the Custodian shall, at the reasonable request of the Funds, and subject to the consent of the Custodian (which consent shall not be unreasonably withheld or delayed), continue to provide services hereunder for a period (the "Extension Period") not to exceed ninety (90) days from the Termination Date, and the compensation payable to the Custodian for its services and expenses during such Extension Period shall not exceed one hundred and five percent (105%) (per annum) of the compensation last agreed upon by each Fund and the Custodian and in effect immediately prior to the Termination Date.

Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Section 14 and 15 of this Agreement shall survive termination of this Agreement for any reason.

This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.”

 

 

2.       Except as expressly amended by this Amendment, the provisions of the Agreement shall remain in full force and effect.

 

3.       A copy of the Amended and Restated Agreement and Declaration of Trust of each Fund 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 under this Amendment and the Agreement of any such Fund shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of such Fund personally, but bind only the trust property of such Fund. Furthermore, notice is given that the assets and liabilities of each series of each Fund that is a series company are separate and distinct and that the obligations of or arising out of this Amendment and the Agreement are several and not joint and are binding only on the assets or property of each series with respect to its obligations. In the case of each Fund, the execution and delivery of this Amendment on its behalf has been authorized by its trustees, and signed 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 only bind the trust property of each Fund.

 

4.       Attached as Appendix A hereto is a replacement of “Appendix A” to the Agreement, effective as of the date set forth below.

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first written above.

 

 

	EACH MANAGEMENT INVESTMENT COMPANY
	PARTY TO THE MASTER CUSTODIAN
	AGREEMENT, OTHER THAN PUTNAM ETF TRUST
	By:	/s/ Jonathan S. Horwitz
	Name:	Jonathan S. Horwitz
	Title:	Executive Vice President, Principal Executive Officer,
		and Compliance Liaison
	PUTNAM ETF TRUST, ON BEHALF OF EACH OF ITS
	SERIES
	By:	/s/ Susan Malloy
	Name:	Susan Malloy
	Title:	Head of Accounting and Middle Office Services
	STATE STREET BANK AND TRUST COMPANY
	By:	/s/ Michael T. Goonan
	Name:	Michael T. Goonan
	Title:	Executive Vice President

        

       

APPENDIX A

 

to

 

Master Custodian Agreement

 

 

 

FUND/PORTFOLIO	Putnam Fund #			State Street Fund #
PUTNAM ASSET ALLOCATION FUNDS
on behalf of:
Putnam Dynamic Asset Allocation Balanced Fund	259			38MY
Putnam Dynamic Asset Allocation Conservative Fund	264			38MZ
Putnam Dynamic Asset Allocation Growth Fund	250			38MX
Putnam Income Strategies Portfolio	VC9			38AK
PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND	027			38Q5
PUTNAM CONVERTIBLE SECURITIES FUND	008			38QG
PUTNAM DIVERSIFIED INCOME TRUST	075			38MS
PUTNAM LARGE CAP VALUE FUND (f/k/a PUTNAM EQUITY INCOME FUND)	012			38QH
PUTNAM FUNDS TRUST
on behalf of:
Putnam Short Duration Bond Fund	EB3			38V5
Putnam Fixed Income Absolute Return Fund	EC3			38V6
Putnam Multi-Asset Absolute Return Fund	ED8			38V8
Putnam Capital Spectrum Fund	GA6			38VW
Putnam Dynamic Asset Allocation Equity Fund	FL7			38ZA
Putnam Dynamic Risk Allocation Fund	EC2			38BG
Putnam Emerging Markets Equity Fund	CT2			38P4
Putnam Equity Spectrum Fund	GA7			38VX
Putnam Floating Rate Income Fund	29X			38PJ
Putnam Focused Equity Fund	EL8			38VE
Putnam Global Technology Fund	EM7			38VF
Putnam Intermediate-Term Municipal Income Fund	ND5			38AM
Putnam International Value Fund	2CE			38ND
Putnam Multi-Cap Core Fund	HF8			38WG
Putnam Ultra Short Duration Income Fund	LU7			38BE
Putnam Short Term Investment Fund	NB2			38AJ
Putnam Short-Term Municipal Income Fund	NC7			38AL
Putnam Small Cap Growth Fund	2HF			38NI
Putnam Mortgage Opportunities Fund	PZ4			38PO
Putnam Focused International Equity Fund (f/k/a PUTNAM GLOBAL EQUITY FUND)	005			38QE
PUTNAM GLOBAL HEALTH CARE FUND	021			38QJ
PUTNAM GLOBAL INCOME TRUST	041			38QL

 

PUTNAM HIGH YIELD FUND	060	38MI
PUTNAM INCOME FUND	004	38QD
PUTNAM INTERNATIONAL EQUITY FUND	841	38NX
PUTNAM INVESTMENT FUNDS
on behalf of:
Putnam Growth Opportunities Fund	2AP	38QR
Putnam International Capital Opportunities Fund	2AZ	38PG
Putnam Sustainable Future Fund	2OV	38NO
Putnam Research Fund	2AQ	38NB
Putnam Small Cap Value Fund	2MF	38NL
Putnam Government Money Market Fund	QW2	38GM
PUTNAM MANAGED MUNICIPAL INCOME TRUST	052	38R1
PUTNAM MASSACHUSETTS TAX EXEMPT INCOME FUND	845	38RD
PUTNAM MASTER INTERMEDIATE INCOME TRUST	074	38MR
PUTNAM MINNESOTA TAX EXEMPT INCOME FUND	847	38RF
PUTNAM MONEY MARKET FUND	010	38Q2
Putnam Sustainable Leaders Fund	852	38NY
PUTNAM MUNICIPAL OPPORTUNITIES TRUST	582	38RB
PUTNAM NEW JERSEY TAX EXEMPT INCOME FUND	019	38Q4
PUTNAM NEW YORK TAX EXEMPT INCOME FUND	030	38Q6
PUTNAM OHIO TAX EXEMPT INCOME FUND	848	38RG
PUTNAM PENNSYLVANIA TAX EXEMPT INCOME FUND	047	38R0
PUTNAM PREMIER INCOME TRUST	073	38MQ
PUTNAM TARGET DATE FUNDS
on behalf of:
Putnam RetirementReady 2065 Fund	WJ7	38B2
Putnam RetirementReady 2060 Fund	QN8	38KH
Putnam RetirementReady 2055 Fund	KT2	38KB
Putnam RetirementReady 2050 Fund	7CR	FFAM
Putnam RetirementReady 2045 Fund	40M	FFAD
Putnam RetirementReady 2040 Fund	40F	FFAB
Putnam RetirementReady 2035 Fund	49Y	FFAL
Putnam RetirementReady 2030 Fund	49R	FFAJ
Putnam RetirementReady 2025 Fund	49K	FFAI
Putnam RetirementReady Maturity Fund	48P	FFAF
Putnam Retirement Advantage 2025 Fund	UU4	38BL
Putnam Retirement Advantage 2030 Fund	UU5	38BN
Putnam Retirement Advantage 2035 Fund	UU6	38BP
Putnam Retirement Advantage 2040 Fund	UU7	38BQ
Putnam Retirement Advantage 2045 Fund	UU8	38BR
Putnam Retirement Advantage 2050 Fund	UU9	38BS
Putnam Retirement Advantage 2055 Fund	UV2	38BU
Putnam Retirement Advantage 2060 Fund	UV3	38BV
Putnam Retirement Advantage 2065 Fund	WJ8	38B1
Putnam Retirement Advantage Maturity Fund	UV4	38BM
PUTNAM TAX EXEMPT INCOME FUND	011	38Q3

 

PUTNAM TAX-FREE INCOME TRUST
on behalf of:
Putnam Strategic Intermediate Municipal Fund (f/k/a Putnam AMT-Free Municipal Fund)	035	38Q7
Putnam Tax-Free High Yield Fund	036	38Q8
PUTNAM MORTGAGE SECURITIES FUND	032	38MF
PUTNAM VARIABLE TRUST
on behalf of:
Putnam VT Multi-Asset Absolute Return Fund	LC3	38AD
Putnam VT Mortgage Securities Fund	2PX	38NP
Putnam VT Small Cap Growth Fund	23K	38QO
Putnam VT Diversified Income Fund	961	38PA
Putnam VT Equity Income Fund	23N	38QP
Putnam VT George Putnam Balanced Fund	2IS	38QV
Putnam VT Global Asset Allocation Fund	070	38MO
Putnam VT Global Equity Fund	016	38QI
Putnam VT Global Health Care Fund	2IW	38QW
Putnam VT Growth Opportunities Fund	2PU	38QY
Putnam VT High Yield Fund	067	38MN
Putnam VT Income Fund	068	38QM
Putnam VT International Equity Fund	2DO	38NF
Putnam VT Emerging Markets Equity Fund	2DP	38NG
Putnam VT International Value Fund	2DN	38NE
Putnam VT Multi-Cap Core Fund	2IO	38QU
Putnam VT Government Money Market Fund	069	38R5
Putnam VT Sustainable Leaders Fund	098	38PF
Putnam VT Sustainable Future Fund	23H	38MV
Putnam VT Research Fund	2LA	38PH
Putnam VT Small Cap Value Fund	2MJ	38NM
GEORGE PUTNAM BALANCED FUND	001	38QA
PUTNAM INVESTMENT FUNDS
on behalf of:
Putnam PanAgora Risk Parity Fund	SP2	38PU
Putnam ETF Trust
Putnam Focused Large Cap Growth ETF
Putnam Focused Large Cap Value ETF
Putnam Sustainable Future ETF
Putnam Sustainable Leaders ETF

 

AMENDMENT TO MASTER SUB-ACCOUNTING SERVICES AGREEMENT

(Registered Funds)

 

This Amendment to Master Sub-Accounting Services Agreement (“Amendment”) is made as of June 25, 2021, by and between the Putnam entity identified on Appendix A (the “Administrator”) and State Street Bank and Trust Company (the “Sub-Accounting Agent”).

 

WHEREAS, the Administrator and the Sub-Accounting Agent entered into that certain Sub-Accounting Services Agreement dated as of January 1, 2007 (as amended, modified and supplemented from time to time, the “Agreement”); and

 

WHEREAS, the Administrator and Sub-Accounting Agent desire to amend the Agreement as set forth herein.

 

NOW THEREFORE, in consideration of the foregoing, the Administrator and the Sub-Accounting Agent hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:

 

1.

Section 6(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

 

This Agreement shall continue in full force and effect until December 31, 2021, unless the Administrator provides written notice to Sub-Accounting Agent of the Administrators’ intent either to renew this Agreement for an additional term or to terminate this Agreement, which notice shall be provided by the Administrator to the Sub-Accounting Agent no later than December 31, 2021 (“Administrator Notice”). If the Administrator provides an Administrator Notice pursuant to which the Administrator elects to terminate this Agreement, this Agreement shall then terminate one hundred eighty (180) days after the last day of the month during which the Administrator Notice is provided (the effective date of such termination being referred to as the “Termination Date”), subject to any Extension Period (as defined below) and any additional extension as the parties may agree to separately in writing. Upon termination of this Agreement pursuant to this paragraph, upon receipt of a final bill from the Sub-Accounting Agent, the Administrator shall pay all accrued and unpaid fees under this Agreement. If the Administrator provides a Administrator Notice pursuant to which the Administrator elects to renew the Agreement, the parties will engage in good faith negotiations to enter into an extension or an amendment and restatement of this Agreement on mutually acceptable terms (“Extension”), and this Agreement shall continue in full force and effect until such time as the parties execute the Extension, subject to either party’s right to give one hundred eighty (180) days’ prior written notice of its intention to terminate the Agreement  (subject to any Extension Period and any additional extension as the parties may agree to separately in writing) in the event that, in its reasonable judgement, substantial good faith progress toward agreement of an Extension is not being made. If this Agreement is terminated, the Sub-Accounting Agent shall, at the reasonable request of the Administrator, and subject to the consent of the Sub-Accounting Agent (which consent shall not be unreasonably withheld or delayed), continue to provide services hereunder for a period (the "Extension Period") not to exceed ninety (90) days from the Termination Date, and the compensation payable to the Sub-Accounting Agent for its services and expenses during such Extension Period shall not exceed one hundred and five percent (105%) (per annum) of the compensation last agreed upon by each Administrator and the Sub-Accounting Agent and in effect immediately prior to the Termination Date.”

2.       Except as expressly amended by this Amendment, the provisions of the Agreement shall remain in full force and effect.

 

3.       Attached as Appendix A hereto is a replacement of “Appendix A” to the Agreement, effective as of the date set forth above.

 

[Signature page follows.]

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first written above.

 

 

	PUTNAM INVESTMENT MANAGEMENT, LLC
	By:	/s/ Michael J. Woodall
	Name:	Michael J. Woodall
	Title:	Chief of Operations
	STATE STREET BANK AND TRUST COMPANY
	By:	/s/ Michael T. Goonan
	Name:	Michael T. Goonan
	Title:	Executive Vice President

       

 

APPENDIX A

 

to

 

Master Sub-Accounting Services Agreement

 

FUND/PORTFOLIO	Putnam Fund #	State Street Fund #
PUTNAM ASSET ALLOCATION FUNDS
on behalf of:
Putnam Dynamic Asset Allocation Balanced Fund	259	38MY
Putnam Dynamic Asset Allocation Conservative Fund	264	38MZ
Putnam Dynamic Asset Allocation Growth Fund	250	38MX
Putnam Income Strategies Portfolio	VC9	38AK
PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND	027	38Q5
PUTNAM CONVERTIBLE SECURITIES FUND	008	38QG
PUTNAM DIVERSIFIED INCOME TRUST	075	38MS
PUTNAM LARGE CAP VALUE FUND (f/k/a PUTNAM EQUITY INCOME FUND)	012	38QH
PUTNAM FUNDS TRUST
on behalf of:
Putnam Short Duration Bond Fund	EB3	38V5
Putnam Fixed Income Absolute Return Fund	EC3	38V6
Putnam Multi-Asset Absolute Return Fund	ED8	38V8
Putnam Capital Spectrum Fund	GA6	38VW
Putnam Dynamic Asset Allocation Equity Fund	FL7	38ZA
Putnam Dynamic Risk Allocation Fund	EC2	38BG
Putnam Emerging Markets Equity Fund	CT2	38P4
Putnam Equity Spectrum Fund	GA7	38VX
Putnam Floating Rate Income Fund	29X	38PJ
Putnam Focused Equity Fund	EL8	38VE
Putnam Global Technology Fund	EM7	38VF
Putnam Intermediate-Term Municipal Income Fund	ND5	38AM
Putnam International Value Fund	2CE	38ND
Putnam Multi-Cap Core Fund	HF8	38WG
Putnam Ultra Short Duration Income Fund	LU7	38BE
Putnam Short Term Investment Fund	NB2	38AJ
Putnam Short-Term Municipal Income Fund	NC7	38AL
Putnam Small Cap Growth Fund	2HF	38NI
Putnam Mortgage Opportunities Fund	PZ4	38PO
Putnam Focused International Equity Fund (f/k/a PUTNAM GLOBAL EQUITY FUND)	005	38QE

 

 

PUT EMERG MKTS SM CAP EQ LLP	UG8	38BF
PUTNAM GLOBAL HEALTH CARE FUND	021	38QJ
PUTNAM GLOBAL INCOME TRUST	041	38QL
Putnam High Yield Fund	060	38MI
PUTNAM INCOME FUND	004	38QD
PUTNAM INTERNATIONAL EQUITY FUND	841	38NX
PUTNAM INVESTMENT FUNDS
on behalf of:
Putnam Growth Opportunities Fund	2AP	38QR
Putnam International Capital Opportunities Fund	2AZ	38PG
Putnam Sustainable Future Fund	2OV	38NO
Putnam Research Fund	2AQ	38NB
Putnam Small Cap Value Fund	2MF	38NL
Putnam Government Money Market Fund	QW2	38GM
PUTNAM MANAGED MUNICIPAL INCOME TRUST	052	38R1
PUTNAM MASSACHUSETTS TAX EXEMPT INCOME FUND	845	38RD
PUTNAM MASTER INTERMEDIATE INCOME TRUST	074	38MR
PUTNAM MINNESOTA TAX EXEMPT INCOME FUND	847	38RF
PUTNAM MONEY MARKET FUND	010	38Q2
Putnam Sustainable Leaders Fund	852	38NY
PUTNAM MUNICIPAL OPPORTUNITIES TRUST	582	38RB
PUTNAM NEW JERSEY TAX EXEMPT INCOME FUND	019	38Q4
PUTNAM NEW YORK TAX EXEMPT INCOME FUND	030	38Q6
PUTNAM OHIO TAX EXEMPT INCOME FUND	848	38RG
PUTNAM PENNSYLVANIA TAX EXEMPT INCOME FUND	047	38R0
PUTNAM PREMIER INCOME TRUST	073	38MQ
PUTNAM TARGET DATE FUNDS
on behalf of:
Putnam RetirementReady 2065 Fund	WJ7	38B2
Putnam RetirementReady 2060 Fund	QN8	38KH
Putnam RetirementReady 2055 Fund	KT2	38KB
Putnam RetirementReady 2050 Fund	7CR	FFAM
Putnam RetirementReady 2045 Fund	40M	FFAD
Putnam RetirementReady 2040 Fund	40F	FFAB
Putnam RetirementReady 2035 Fund	49Y	FFAL
Putnam RetirementReady 2030 Fund	49R	FFAJ
Putnam RetirementReady 2025 Fund	49K	FFAI
Putnam RetirementReady Maturity Fund	48P	FFAF
Putnam Retirement Advantage 2025 Fund	UU4	38BL
Putnam Retirement Advantage 2030 Fund	UU5	38BN

 

 

Putnam Retirement Advantage 2035 Fund	UU6	38BP
Putnam Retirement Advantage 2040 Fund	UU7	38BQ
Putnam Retirement Advantage 2045 Fund	UU8	38BR
Putnam Retirement Advantage 2050 Fund	UU9	38BS
Putnam Retirement Advantage 2055 Fund	UV2	38BU
Putnam Retirement Advantage 2060 Fund	UV3	38BV
Putnam Retirement Advantage 2065 Fund	WJ8	38B1
PUTNAM RET ADVANTAGE 2065 TRUST	WN3	38B8
Putnam Retirement Advantage Maturity Fund	UV4	38BM
Putnam 529 Age-Based 2021 Fund	WK2	38B3
PUTNAM TAX EXEMPT INCOME FUND	011	38Q3
PUTNAM TAX-FREE INCOME TRUST
on behalf of:
Putnam Strategic Intermediate Municipal Fund (f/k/a Putnam AMT-Free Municipal Fund)	035	38Q7
Putnam Tax-Free High Yield Fund	036	38Q8
Putnam Mortgage Securities Fund	032	38MF
PUTNAM VARIABLE TRUST
on behalf of:
Putnam VT Multi-Asset Absolute Return Fund	LC3	38AD
Putnam VT Mortgage Securities Fund	2PX	38NP
Putnam VT Small Cap Growth Fund	23K	38QO
Putnam VT Diversified Income Fund	961	38PA
Putnam VT Equity Income Fund	23N	38QP
Putnam VT George Putnam Balanced Fund	2IS	38QV
Putnam VT Global Asset Allocation Fund	070	38MO
Putnam VT Global Equity Fund	016	38QI
Putnam VT Global Health Care Fund	2IW	38QW
Putnam VT Growth Opportunities Fund	2PU	38QY
Putnam VT High Yield Fund	067	38MN
Putnam VT Income Fund	068	38QM
Putnam VT International Equity Fund	2DO	38NF
Putnam VT Emerging Markets Equity Fund	2DP	38NG
Putnam VT International Value Fund	2DN	38NE
Putnam VT Multi-Cap Core Fund	2IO	38QU
Putnam VT Government Money Market Fund	069	38R5
Putnam VT Sustainable Leaders Fund	098	38PF
Putnam VT Sustainable Future Fund	23H	38MV
Putnam VT Research Fund	2LA	38PH
Putnam VT Small Cap Value Fund	2MJ	38NM

 

 

George Putnam Balanced Fund	001	38QA
PUTNAM INVESTMENT FUNDS
on behalf of:
Putnam PanAgora Risk Parity Fund	SP2	38PU
Putnam PanAgora Market Neutral Fund	SL6	38PW
Putnam PanAgora Managed Futures Strategy Ltd.	SN8	38PY
Putnam ETF Trust
Putnam Focused Large Cap Growth ETF
Putnam Focused Large Cap Value ETF
Putnam Sustainable Future ETF
Putnam Sustainable Leaders ETF

 

 

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EXECUTION VERSION

 

AMENDMENT NO. 7 TO CREDIT AGREEMENT

 

AMENDMENT NO. 7 (this “Amendment”), dated as of October 16, 2020, to the Credit Agreement, dated as of September 24, 2015, among each trust listed on Schedule 2 thereto, 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, Amendment No. 5, dated as of October 18, 2019, and Amendment No. 6 and Consent No. 3, dated as of August 27, 2020 (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.       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.

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.                  Section 1.01 of the Credit Agreement is hereby amended by deleting the following defined terms contained therein: “Overnight LIBOR Rate” and “Screen Rate”.

2.                  Section 1.01 of the Credit Agreement is hereby amended by inserting the following new defined terms in the appropriate alphabetical order:

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Fed Funds Business Day” shall mean any day upon which overnight federal funds transactions are conducted.

“FRBNY” shall mean the Federal Reserve Bank of New York, or any successor thereto that publishes the Federal Funds Effective Rate.

“FRBNY Business Day” shall mean each business day that is not included in the FRBNY’s holiday schedule.

“Overnight Bank Funding Rate” shall mean, for any day, the rate per annum calculated by the FRBNY, based on such day’s overnight federal funds transactions, eurodollar transactions, and certain reported domestic deposits (as determined in such manner as the FRBNY shall set forth on its public website from time to time), as the overnight bank funding rate (which rate is, in general, published by the FRBNY on the FRBNY Business Day immediately succeeding such day), provided that if such day is not a Fed Funds Business Day, then the Overnight Bank Funding Rate shall be such rate as in effect on the Fed Funds Business Day immediately preceding such day, provided further that if the Overnight Bank Funding Rate as so determined for any day would be less than zero, such rate for such day shall be deemed to be zero for all purposes of this Agreement.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

3.                  Each of the following defined terms contained in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Applicable Rate” means, as of any day, a rate per annum equal to the sum of (a) the Applicable Margin, plus (b) the higher of (x) the Federal Funds Rate as in effect on that day and (y) the Overnight Bank Funding Rate as in effect on that day.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound

or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Federal Funds Rate” shall mean, for any day, the rate per annum calculated by the FRBNY, based on such day’s overnight federal funds transactions (as determined in such manner as the FRBNY shall set forth on its public website from time to time), as the federal funds effective rate (which rate is, in general, published by the FRBNY on the FRBNY Business Day immediately succeeding such day), provided that if such day is not a Fed Funds Business Day, then the Federal Funds Effective Rate shall be such rate as in effect on the Fed Funds Business Day immediately preceding such day, provided further that if the Federal Funds Effective Rate as so determined for any day would be less than zero, such rate for such day shall be deemed to be zero for all purposes of this Agreement.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

4.                  The defined term “Termination Date” contained in Section 1.01 of the Credit Agreement is hereby amended by replacing the date “October 16, 2020” with the date “October 15, 2021”.

5.                  Section 4.01(a) of the Credit Agreement is hereby amended by replacing the term “EEA Financial Institution” contained therein with the term “Affected Financial Institution”.

6.                  Section 5.09 of the Credit Agreement is hereby amended by replacing the phrase “will consolidate or merge” contained therein with the phrase “will divide or will consolidate or merge”.

7.                  The Credit Agreement is hereby amended by deleting Section 8.05 in its entirety.

8.                  Section 9.09(b)(v) of the Credit Agreement is hereby amended by inserting the phrase “any other party to the Loan Documents or” immediately before the phrase “any Assignee”.

9.                  Section 9.15 of the Credit Agreement is hereby amended by adding the following immediately after the first sentence thereto:

Delivery of an executed counterpart of a signature page of the Loan Documents 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 such Loan Document. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to any document to be signed in connection with this Agreement 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, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require any of the Agent or the Agreement Banks 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 among the Agreement Banks and the Borrowers, electronic images of this Agreement or any other Loan Document (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 such Loan Documents, including with respect to any signature pages thereto.

10.              Section 9.16 of the Credit Agreement is hereby amended and restated in its entirety as follows:

SECTION 9.16 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)        the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)       the effects of any Bail-In Action on any such liability, including, if applicable:

(i)       a reduction in full or in part or cancellation of any such liability;

(ii)       a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)       the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

11.              Paragraphs 1 through 10 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 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 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 Borrower executing this Amendment, (ii) attaching true, complete and correct copies of the resolutions duly adopted by such 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 August 27, 2020 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification;

(c)                the Agent shall have received an upfront fee in an amount equal to $127,000;

(d)               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

(e)                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.

12.              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).

13.              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.

14.              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.

15.              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.

[the remainder of this page has been intentionally left blank]

IN WITNESS WHEREOF, each party hereto has caused this Amendment No. 7 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 S. Horwitz

Name: Jonathan S. 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 B. Nolin

Name: Janet B. Nolin

Title: Vice President

 

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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

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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

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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.

[Remainder of Page Intentionally Left Blank]

 

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EXECUTION VERSION

 

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.

	Very truly yours,
	STATE STREET BANK AND TRUST COMPANY
	By: /s/ Janet B. Nolin______________________
	Name: Janet B. Nolin______________________
	Title: Vice President_______________________

 

Acknowledged and Accepted:

EACH OF THE BORROWERS, for

itself and on behalf of each of its

respective Affected Funds

By: /s/ Jonathan Horwitz____________

Name: Jonathan Horwitz____________

Title: Executive Vice President, Principal Executive Officer,

and Compliance Liaison

 

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Annex A

[See attached]

 

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EXECUTION VERSION

 

[GRAPHIC OMITTED: STATE STREET LOGO]

EXECUTION VERSION

Letter Amendment

October 16, 2020

Each of the Borrowers party to the Amended
Loan Agreement (as defined below) (the
“Borrowers”)

 

100 Federal Street
Boston, MA 02110
Attention: Jonathan S. Horwitz,

Executive Vice President, Principal Executive Officer,
Treasurer and Compliance Liaison

RE:

Eighth Amendment to the Putnam Family of Funds $235,500,000 Uncommitted Discretionary Demand Line of Credit

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 Seventh Amendment to the Line of Credit, dated as of August 27, 2020 (the “Seventh Amendment”), 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, (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. On or about the date of the Seventh Amendment Putnam AMT-Free Municipal Fund changed its name to Putnam Strategic Intermediate Municipal Fund

and Putnam Income Strategies Portfolio a series of Putnam Asset Allocation Funds became a Fund under the Credit Line. Each of the Fund changes described in this paragraph were made effective with respect to the Credit Line by the Seventh Amendment.

The Borrowers have requested, and the Bank has agreed, (a) to extend the term of the Credit Line, and (b) to make certain changes to the Credit Line. 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.

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

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

2.                  Amendments to Loan Documents. 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”).

3.                  Fees. As consideration for the amendments herein contained, each Borrower, on behalf of each of its Funds, hereby agrees to pay to the Bank on the date hereof its applicable share of an upfront fee in the amount of $94,200.

4.                  Miscellaneous

(a)                Other than as amended 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 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 Fund has occurred and is continuing on the date hereof under the Existing Loan Agreement after giving effect to the amendments herein contained; (ii) each of the representations and warranties of such Borrower, on behalf of each such 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

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Borrower and each such 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 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 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 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 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 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 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 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

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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.

[Remainder of Page Intentionally Left Blank]

 

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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.

Very truly yours,

STATE STREET BANK AND TRUST COMPANY

By: /s/ Janet B. Nolin

Name: Janet B. Nolin

Title: Vice President

Acknowledged and Accepted:

EACH OF THE BORROWERS, for itself and on behalf of each of its respective Funds

By: /s/ Jonathan S. Horwitz

Name: Jonathan S. Horwitz

Title: Executive Vice President, Principal Executive Officer,

and Compliance Liaison

STATE STREET BANK AND TRUST COMPANY, as Custodian

By: /s/ Stephanie Mansfield

Name: Stephanie Mansfield

Title: Managing Director

 

Signature page to Eighth Amendment to the Putnam Family of Funds Uncommitted Line of Credit

 

-5-

Annex A

 

[See attached]

July 1, 2021

The Putnam Funds
100 Federal Street
Boston, Massachusetts 02110

Ladies and Gentlemen:

Putnam Investment Management, LLC (“PIM”) hereby contractually agrees, as of the date hereof, with

respect to the funds specified below or in Schedule A, Schedule B, or Schedule C, to waive fees and

reimburse certain expenses in the manner provided below:

 

	1.	Other expenses.
		a.	PIM agrees to waive fees and/or reimburse expenses of each open-end fund listed on
			Schedule A and each variable trust fund listed on Schedule B to the extent necessary to
			limit the cumulative expenses of the fund, exclusive of brokerage, interest, taxes,
			investment-related expenses (including borrowing costs, i.e., short selling and lines of
			credit costs), extraordinary expenses, acquired fund fees and expenses, and payments under
			the fund’s investor servicing contract, the fund’s investment management contract
			(including any applicable performance-based upward or downward adjustment to a fund’s
			base management fee), and the fund’s distribution plans, to an annual (measured on a fiscal
			year basis) rate of 0.20% of the fund’s average net assets. This contractual waiver will
			remain in effect for a fund through the expiration of one year following the effective date
			of the next annual update of the fund’s registration statement.
		b.	PIM agrees to waive fees and/or reimburse expenses of Putnam Dynamic Asset Allocation
			Equity Fund to the extent necessary to limit the cumulative expenses of the fund, exclusive
			of brokerage, interest, taxes, investment-related expenses (including borrowing costs, i.e.,
			short selling and lines of credit costs), extraordinary expenses, acquired fund fees and
			expenses, and payments under the fund’s investor servicing contract, the fund’s investment
			management contract, and the fund’s distribution plans, to an annual (measured on a fiscal
			year basis) rate of 0.02% of the fund’s average net assets. This contractual waiver will
			remain in effect through the expiration of the one-year period following the effective date
			of the next annual update of the fund’s registration statement.
	2.	Fund-specific expense limitations.
		a.	As set forth in the table below, PIM agrees to waive fees and/or reimburse expenses of
			each fund set forth below to the extent that the total annual fund operating expenses for the
			fund -- exclusive of payments under the fund’s distribution plans, any applicable
			performance-based upward or downward adjustment to the fund’s base management fee,
			brokerage, interest, taxes, investment-related expenses (including borrowing costs, i.e.,
			short selling and lines of credit costs), extraordinary expenses, and acquired fund fees and

 

 

 

			expenses – would exceed the specified rate through the specified date, which is the
			expiration of the one-year period following the effective date of the next annual update of
			each fund’s registration statement:

 

			Fund	Proposed Contractual	Expiration
				Limitation on Total
				Fund Operating
				Expenses
			Putnam VT Emerging Markets Equity Fund	1.09%	April 30, 2023
			Putnam VT Multi-Asset Absolute Return Fund	0.90%	April 30, 2023
			Putnam VT Mortgage Securities Fund	0.50%	April 30, 2023

 

		b.	As set forth in the table below, PIM agrees to waive fees and/or reimburse expenses of
			each fund set forth below to the extent that the total annual fund operating expenses for the
			fund – exclusive of payments under the fund’s distribution plans, payments under the
			fund’s investor servicing contract, any applicable performance-based upward or downward
			adjustment to the fund’s base management fee, brokerage, interest, taxes, investment-
			related expenses (including borrowing costs, i.e., short selling and lines of credit costs),
			extraordinary expenses, and acquired fund fees and expenses – would exceed the specified
			rate through the specified date, which is the expiration of the one-year period following the
			effective date of the next post-effective amendment of each fund’s registration statement:

 

			Fund	Proposed Contractual	Expiration
				Limitation on Total
				Fund Operating
				Expenses
			Putnam Dynamic Risk Allocation Fund	0.70%	Sept. 30, 2022
			Putnam Emerging Markets Equity Fund	0.78%	December 30,
					2022
			Putnam Global Income Trust	0.43%	February 28,
					2023
			Putnam Income Fund	0.33%	Feb. 28, 2023
			Putnam Intermediate-Term Municipal Income	0.52%	March 30, 2023
			Fund
			Putnam Mortgage Opportunities Fund	0.46%	September 30,
					2022
			Putnam Ultra Short Duration Income Fund	0.24%	Nov. 30, 2022
			Putnam Short-Term Municipal Income Fund	0.28%	March 30, 2023

 

	3.	Putnam Short Term Investment Fund. PIM agrees to waive the contractual management fee of
		0.25% for Putnam Short Term Investment Fund through November 30, 2022, the expiration of the
		one-year period following the effective date of the next update of the fund’s registration statement.
	4.	Putnam VT Focused International Equity Fund. PIM agrees to waive 5 basis points of the
		contractual management fee payable by Putnam VT Focused International Equity Fund through

 

2

 

 

 

		April 30, 2023, the expiration of the one-year period following the effective date of the next annual
		update of the fund’s registration statement.

 

	5.	Target Date Funds.

 

		a.	RetirementReady Funds: PIM agrees to (1) waive fees and/or reimburse expenses of each
			Putnam RetirementReady Fund, in an amount equal to the fund’s “acquired fund fees and
			expenses” and (2) waive fees and/or reimburse expenses of each class of shares specified below
			of each Putnam RetirementReady Fund in an amount sufficient to result in total annual fund
			operating expenses for each share class of the fund – exclusive of payments under the fund’s
			distribution plan, brokerage, interest, taxes, investment-related expenses (including borrowing
			costs, i.e., short selling and lines of credit costs), and extraordinary expenses – that equal the
			amount specified in the table below of the fund’s average net assets attributable to each such
			class. Each of these contractual waivers will remain in effect through the date that is three
			years after the effective date of the next annual update of each fund’s registration statement
			(except for Putnam RetirementReady® 2060 Fund, which will remain in effect through the date
			that is ten years after the effective date of the next annual update of the fund’s registration
			statement).

 

	Share Class	Net Total Expense
		Ratio Cap
	Class A	0.65%
	Class B	0.65%
	Class C	0.65%
	Class R	0.80%
	Class R3	0.80%
	Class R4	0.80%
	Class R5	0.65%
	Class R6	0.55%
	Class Y	0.65%

 

		b.	Retirement Advantage Funds: PIM agrees to (1) waive fees and/or reimburse expenses of
			each Putnam Retirement Advantage Fund in an amount equal to each fund’s “acquired
			fund fees and expenses” and (2) waive fees and/or reimburse expenses of each class of
			shares specified below of each Putnam Retirement Advantage Fund in an amount sufficient
			to result in total annual fund operating expenses for each class of each fund – exclusive of
			payments under the fund’s distribution plan, brokerage, interest, taxes, investment-related
			expenses (including borrowing costs, i.e., short selling and lines of credit costs), and
			extraordinary expenses – that equal the amount specified in the table below of the fund’s
			average net assets attributable to each such class. Each of these contractual waivers will
			remain in effect through the date that is three years after the effective date of the next annual
			update of each fund’s registration statement.

 

	Share Class	Net Total Expense
		Ratio Cap
	Class A	0.55%
	Class C	0.55%
	Class R	0.70%
	Class R3	0.70%

 

3

 

 

 

	Class R4	0.70%
	Class R5	0.55%
	Class R6	0.45%
	Class Y	0.55%

 

Effective July 1, 2021, this contractual undertaking supersedes any prior contractual expense limitation

provisions between PIM and the funds. This undertaking shall be binding upon any successors and

assignees of PIM.

 

A copy of the Declaration of Trust (including any amendments thereto) of each of The Putnam Funds 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 Putnam Fund as trustees and not individually and

that the obligations of or arising out of this instrument are not binding upon any of the Trustees or officers

or shareholders individually, but binding only upon the assets and property of each Putnam Fund with

respect to its obligations under this instrument. Furthermore, notice is given that the assets and liabilities

of each series of each Putnam Fund that is a series company are separate and distinct and that the obligations

of or arising out of this instrument are several and not joint or joint and several and are binding only on the

assets of each series with respect to its obligations under this instrument. Each fund is acting on its own

behalf separately from all of the other investment companies and not jointly or jointly and severally with

any of the other investment companies.

 

	Very truly yours,
	PUTNAM INVESTMENT MANAGEMENT, LLC
	By:	/s/ Stephen J. Tate__________
		Stephen J. Tate
		Vice President and Chief Legal Officer

 

Agreed and accepted by each Putnam fund listed on Schedule A,
Schedule B and Schedule C
By:	/s/ Jonathan S. Horwitz_______________
	Jonathan S. Horwitz
	Executive Vice President, Principal
	Executive Officer, and Compliance Liaison

 

4

 

 

 

Schedule A

 

Putnam California Tax Exempt Income Fund
Putnam Convertible Securities Fund
Putnam Diversified Income Trust
Putnam Asset Allocation Funds
	- Putnam Dynamic Asset Allocation Balanced Fund
	- Putnam Dynamic Asset Allocation Conservative Fund
	- Putnam Dynamic Asset Allocation Growth Fund
	- Putnam Income Strategies Portfolio
Putnam Focused International Equity Fund
Putnam Funds Trust
	- Putnam Dynamic Risk Allocation Fund
	- Putnam Emerging Markets Equity Fund
	- Putnam Fixed Income Absolute Return Fund
	- Putnam Floating Rate Income Fund
	- Putnam Focused Equity Fund
	- Putnam Global Technology Fund
	- Putnam Intermediate-Term Municipal Income Fund
	- Putnam International Value Fund
	- Putnam Mortgage Opportunities Fund
	- Putnam Multi-Asset Absolute Return Fund
	- Putnam Multi-Cap Core Fund
	- Putnam Short Duration Bond Fund
	- Putnam Short-Term Municipal Income Fund
	- Putnam Small Cap Growth Fund
	- Putnam Ultra Short Duration Income Fund
George Putnam Balanced Fund
Putnam Global Health Care Fund
Putnam Global Income Trust
Putnam High Yield Fund
Putnam Income Fund
Putnam International Equity Fund
Putnam Investment Funds
	-Putnam Government Money Market Fund
	-Putnam Growth Opportunities Fund
	-Putnam International Capital Opportunities Fund
	-Putnam PanAgora Risk Parity Fund
	-Putnam Research Fund
	-Putnam Small Cap Value Fund
	-Putnam Sustainable Future Fund
Putnam Large Cap Value Fund
Putnam Massachusetts Tax Exempt Income Fund
Putnam Minnesota Tax Exempt Income Fund
Putnam Money Market Fund
Putnam Mortgage Securities Fund
Putnam New Jersey Tax Exempt Income Fund
Putnam New York Tax Exempt Income Fund

 

5

 

 

 

Putnam Ohio Tax Exempt Income Fund
Putnam Pennsylvania Tax Exempt Income Fund
Putnam Sustainable Leaders Fund
Putnam Tax Exempt Income Fund
Putnam Tax-Free Income Trust
	-Putnam Strategic Intermediate Municipal Fund
	-Putnam Tax-Free High Yield Fund

 

6

 

 

 

Schedule B

 

Putnam Variable Trust
	- Putnam VT Diversified Income Fund
	- Putnam VT Emerging Markets Equity Fund
	- Putnam VT Focused International Equity Fund
	- Putnam VT George Putnam Balanced Fund
	- Putnam VT Global Asset Allocation Fund
	- Putnam VT Global Health Care Fund
	- Putnam VT Government Money Market Fund
	- Putnam VT Growth Opportunities Fund
	- Putnam VT High Yield Fund
	- Putnam VT Income Fund
	- Putnam VT International Equity Fund
	- Putnam VT International Value Fund
	- Putnam VT Large Cap Value Fund
	- Putnam VT Mortgage Securities Fund
	- Putnam VT Multi-Asset Absolute Return Fund
	- Putnam VT Multi-Cap Core Fund
	- Putnam VT Research Fund
	- Putnam VT Small Cap Growth Fund
	- Putnam VT Small Cap Value Fund
	- Putnam VT Sustainable Future Fund
	- Putnam VT Sustainable Leaders Fund

 

7

 

 

 

Schedule C

 

Other Funds Subject to Expense Limitations

 

Putnam Funds Trust
	- Putnam Dynamic Asset Allocation Equity Fund
	- Putnam Short Term Investment Fund
Putnam Target Date Funds
	- Putnam RetirementReady Maturity Fund
	- Putnam RetirementReady 2065 Fund
	- Putnam RetirementReady 2060 Fund
	- Putnam RetirementReady 2055 Fund
	- Putnam RetirementReady 2050 Fund
	- Putnam RetirementReady 2045 Fund
	- Putnam RetirementReady 2040 Fund
	- Putnam RetirementReady 2035 Fund
	- Putnam RetirementReady 2030 Fund
	- Putnam RetirementReady 2025 Fund
	- Putnam Retirement Advantage Maturity Fund
	- Putnam Retirement Advantage 2065 Fund
	- Putnam Retirement Advantage 2060 Fund
	- Putnam Retirement Advantage 2055 Fund
	- Putnam Retirement Advantage 2050 Fund
	- Putnam Retirement Advantage 2045 Fund
	- Putnam Retirement Advantage 2040 Fund
	- Putnam Retirement Advantage 2035 Fund
	- Putnam Retirement Advantage 2030 Fund
	- Putnam Retirement Advantage 2025 Fund

 

8

 

 

 

[PUTNAM LOGO OMITTED]

June 25, 2021

 

Ladies and Gentlemen:

Putnam Investor Services, Inc. (“PSERV”) hereby contractually agrees, as of the date hereof, with respect to all Putnam-sponsored open-end registered investment companies, that the aggregate investor servicing fees attributable to DC Accounts or Non-DC Accounts for each fund will not exceed an annual rate of 0.250% of the fund’s average daily net assets attributable to DC Accounts or Non-DC Accounts (as determined before taking into account any expense reduction or other benefit attributable to balance credits or brokerage credits).

This contractual waiver will remain in effect for each fund through the later of one year following the effective date of the next annual update of the fund’s registration statement or August 31, 2022.

Any capitalized term not defined herein shall have the meaning assigned to the term in the Compensation Memorandum dated June 26, 2020.

Effective June 30, 2021, this contractual undertaking supersedes any prior contractual expense limitation provisions between PSERV and the funds. This undertaking shall be binding upon any successors and assignees of PSERV.

A copy of the Declaration of Trust (including any amendments thereto) of each of The Putnam Funds 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 Putnam Fund as trustees and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees or officers or shareholders individually, but binding only upon the assets and property of each Putnam Fund with respect to its obligations under this instrument. Furthermore, notice is given that the assets and liabilities of each series of each Putnam Fund that is a series company are separate and distinct and that the obligations of or arising out of this instrument are several and not joint or joint and several and are binding only on the assets of each series with respect to its obligations under this instrument. Each fund is acting on its own behalf separately from all of the other investment companies and not jointly or jointly and severally with any of the other investment companies.

	Very truly yours,
	PUTNAM INVESTOR SERVICES, INC.
	By:	/s/ Michael J. Woodall
		Michael J. Woodall
		President

 

 

 

Agreed and accepted by each Putnam open-end fund
and each variable trust fund

By:	/s/ Jonathan S. Horwitz
	Jonathan S. Horwitz
	Executive Vice President, Principal
	Executive Officer, and Compliance Liaison

 

PUTNAM FUNDS

 

Plan pursuant to Rule 18f-3(d) under the

Investment Company Act of 1940

 

Effective November 1, 1999, as most recently amended effective March 1, 2021

 

Each of the open-end investment companies managed by Putnam Investment Management, LLC (each a “Fund” and, together, the “Funds”) may from time to time issue one or more of the following classes of shares: Class A shares, Class B shares, Class C shares, Class G shares, Class I shares, Class M shares, Class N shares, Class P shares, Class R shares, Class R3 shares, Class R4 shares, Class R5 shares, Class R6 shares and Class Y shares. Each class is subject to such investment minimums and other conditions of eligibility as are set forth in the Funds’ registration statements or prospectuses and statements of additional information as from time to time in effect. The differences in expenses among these classes of shares, and the conversion and exchange features of each class of shares, are set forth below in this Plan. Except as noted below, expenses are allocated among the classes of shares of each Fund based upon the net assets of each Fund attributable to shares of each class. This Plan is subject to change, to the extent permitted by law and by the Agreement and Declaration of Trust and By-laws of each Fund, by action of the Trustees of each Fund. This Plan does not apply to the shares of Putnam Variable Trust or any other open-end investment company managed by Putnam Investment Management, LLC that may from time to time maintain a separate plan pursuant to Rule 18f-3 under the Investment Company Act of 1940.

ALL SHARE CLASSES

Exchange Feature

Any class of shares of a Fund held by a shareholder eligible to purchase Class A shares may be exchanged, pursuant to standing instructions from a financial intermediary or at a financial intermediary’s discretion, for Class A shares of the same Fund if the shareholder is investing through an account or platform with the financial intermediary, to the extent described in the Fund’s registration statement or prospectus and statement of additional information as from time to time in effect, provided that the sale charges, if any, applicable to such an exchange will be as described in a Fund’s registration statement or prospectus and statement of additional information as from time to time in effect.

 

CLASS A SHARES

 

Distribution and Service Fees

 

Class A shares pay distribution and service fees pursuant to plans (the “Class A Plans”) adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”). Class A shares also bear any costs associated with obtaining shareholder approval of the Class A Plans or any amendment to a Class A Plan. Pursuant to the Class A Plans, Class A shares may pay up to 0.35% of the relevant Fund’s average net assets attributable to the Class A shares (which percentage may be less for any Fund, as described in the Fund’s registration statement or

 

 

prospectuses and statements of additional information as from time to time in effect). Amounts payable under the Class A Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement or prospectus or statement of additional information of each Fund as from time to time in effect.

 

Investor Servicing Fees

 

Except with respect to Funds that are series of the Putnam Target Date Funds trust (each, a “Target Date Fund” and collectively, the “Target Date Funds”), investor servicing fees (determined pursuant to the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect) that are not specifically payable by Class G, Class I, Class P, Class R3, Class R4, Class R5 or Class R6 shares are allocated among the other classes of shares (Class A shares, Class B shares, Class C shares, Class M shares, Class N shares, Class R shares and Class Y shares, as applicable) of each Fund based on the net assets of each Fund attributable to shares of each class.

 

For each Target Date Fund, Class A shares pay an investor servicing fee at the rate set forth for Class A shares in the Memorandum regarding Investor Servicing Compensation Arrangements for such Fund as from time to time in effect.

 

Conversion Features

 

Class A shares do not convert to any other class of shares.

 

 

Exchange Features

 

See “All Share Classes – Exchange Feature” above. In addition:

 

Class A shares of any Fund other than Putnam Money Market Fund, Putnam Government Money Market Fund, and Putnam Tax Exempt Money Market Fund may be exchanged, at the holder’s option, for Class A shares of any other Fund that offers Class A shares, without the payment of a sales charge, provided that Class A shares of such other Fund are available to residents of the relevant state.

 

Class A shares of Putnam Money Market Fund, Putnam Government Money Market Fund, and Putnam Tax Exempt Money Market Fund may be exchanged, at the holder’s option, for Class A, Class B or Class C shares of any other Fund that offers such classes of shares in the relevant state without the current payment of a contingent deferred sales charge (a “CDSC”), but, in the case of exchanges for Class A shares of another Fund, may be subject to a front-end sales charge upon such exchange. The holding period for determining any CDSC applicable to the shares received in such exchange will include the holding period of the shares exchanged, and will be calculated using the schedule of any Fund into or from which shares have been exchanged that would result in the highest CDSC applicable to such Class A shares.

 

 

Class A shares of any Fund may be exchanged, at the holder’s option, for Class N shares of any other Fund that offers Class N shares, without the payment of a sales charge, provided that Class N shares of such other Fund are available to residents of the relevant state.

 

In addition, Class A shares of Putnam Money Market Fund or Putnam Government Money Market Fund that are offered in conjunction with Class Y shares of other Putnam Funds may be exchanged, at the holder’s option, for Class Y shares of such other Funds without the payment of a CDSC.

 

Class A shares of any Fund held by a shareholder eligible to purchase Class Y shares may also be exchanged, at the holder’s option, for Class Y shares of the same Fund, provided that the Class A shares are no longer subject to a CDSC and provided that Class Y shares of such Fund are available to residents of the relevant state.

 

Class A shares of any Fund held by a shareholder eligible to purchase Class I shares may also be exchanged, at the holder’s option, for Class I shares of the same Fund, provided that the Class A shares are no longer subject to a CDSC and provided that Class I shares of such Fund are available to residents of the relevant state.

 

Class A shares of any Fund held by a shareholder eligible to purchase Class R5 shares may also be exchanged, at the holder’s option, for Class R5 shares of the same Fund, provided that the Class A shares are no longer subject to a CDSC, provided that Class R5 shares of such Fund are available to residents of the relevant state and further provided that, if applicable, Class R5 shares of such Fund are available through the relevant retirement plan. No sales charges or other charges will apply to any such exchange.

 

Class A shares of any Fund held by a shareholder eligible to purchase Class R6 shares may also be exchanged, at the holder’s option, for Class R6 shares of the same Fund, provided that the Class A shares are no longer subject to a CDSC, provided that Class R6 shares of such Fund are available to residents of the relevant state and further provided that, if applicable, Class R6 shares of such Fund are available through the relevant retirement plan, advisory program or platform. No sales charges or other charges will apply to any such exchange.

 

Class A shares of any Fund held by a shareholder eligible to purchase Class N shares may also be exchanged, at the holder’s option, for Class N shares of the same Fund, provided that the Class A shares are no longer subject to a CDSC, provided that Class N shares of such Fund are available to residents of the relevant state, and further provided that, if applicable, Class N shares of such Fund are available through the relevant retirement plan. No sales charges or other charges will apply to any such exchange.

 

For each Target Date Fund, Class A shares held through employer-sponsored retirement plans (for these purposes, employer-sponsored retirement plans include the plan types described in such Fund’s registration statement) acquired prior to October 1, 2020 will, unless the plan notifies Putnam Investor Services, Inc. (“PSERV”) of its desire to be exchanged into another share class for which it is eligible, be exchanged into Class R3 shares of the same Fund effective October 1, 2020, provided that Class R3 shares are available for purchase by residents in the

 

 

shareholder’s jurisdiction and further provided that, if applicable, Class R3 of such Fund are available through the relevant retirement plan.

 

(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.

 

Initial Sales Charge

 

Class A shares are offered at a public offering price that is equal to their net asset value (“NAV”) plus a sales charge of up to 5.75% of the public offering price (which maximum may be less for any Fund, as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect). The sales charges on Class A shares are subject to reduction or waiver as permitted by Rule 22d-1 under the 1940 Act and as described in the applicable Fund registration statement or prospectus or statement of additional information as from time to time in effect.

 

Contingent Deferred Sales Charge

 

Except with respect to Putnam Short Duration Bond Fund, purchases of Class A shares of $1 million or more (or $500,000 or more in the case of certain Funds as described in their registration statements or prospectuses or statements of additional information as from time to time in effect) that are redeemed before the first day of the month in which the twelve-month anniversary of such purchases occurs may be subject to a CDSC of 1.00% of either the purchase price or the NAV of the shares redeemed, whichever is less, as described in each Fund’s registration statement or prospectus or statement of additional information as from time to time in effect; provided that the period of time, and the percentage level of the CDSC, may be less for any Fund if so specified in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect.

 

Effective June 1, 2018, with respect to Putnam Short Duration Bond Fund, purchases of Class A shares of $250,000 or more that are redeemed before the first day of the month in which the nine-month anniversary of such purchases occurs may be subject to a CDSC of 1.00% of either the purchase price or the NAV of the shares redeemed, whichever is less, as described in each Fund’s registration statement or prospectus or statement of additional information as from time to time in effect.

 

Class A shares are not otherwise subject to a CDSC.

 

The CDSC on Class A shares is subject to reduction or waiver in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act and as described in the applicable Fund registration statement or prospectus or statement of additional information as from time to time in effect.

 

 

CLASS B SHARES

 

Distribution and Service Fees

 

Class B shares pay distribution and service fees pursuant to plans adopted pursuant to Rule 12b-1 under the 1940 Act (the “Class B Plans”). Class B shares also bear any costs associated with obtaining shareholder approval of the Class B Plans or any amendment to a Class B Plan. Pursuant to the Class B Plans, Class B shares may pay up to 1.00% of the relevant Fund’s average net assets attributable to Class B shares (which percentage may be less for any Fund, as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect). Amounts payable under the Class B Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement or prospectus or statement of additional information of each Fund as from time to time in effect.

 

Investor Servicing Fees

 

Except with respect to the Target Date Funds, Investor servicing fees (determined pursuant to the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect) that are not specifically payable by Class G, Class I, Class P, Class R3, Class R4, Class R5 or Class R6 shares are allocated among the other classes of shares (Class A shares, Class B shares, Class C shares, Class M shares, Class N shares, Class R shares and Class Y shares, as applicable) of each Fund based on the net assets of each Fund attributable to shares of each class.

 

For each Target Date Fund, Class B shares pay an investor servicing fee at the rate set forth for Class B shares in the Memorandum regarding Investor Servicing Compensation Arrangements for such Fund as from time to time in effect.

 

 

Conversion Features

 

Class B shares automatically convert to Class A shares of the same Fund no later than the end of the month in which the eighth anniversary of the date of purchase occurs (or such earlier date as the Trustees of a Fund may authorize), except that Class B shares purchased through the reinvestment of dividends and other distributions on Class B shares convert to Class A shares at the same time as the shares with respect to which they were purchased are converted and Class B shares acquired by the exchange of Class B shares of another Fund will convert to Class A shares based on the time of the initial purchase. No sales charges or other charges will apply to any such conversion.

 

Exchange Features

 

See “All Share Classes – Exchange Feature” above. In addition:

 

 

Class B shares of any Fund may be exchanged, at the holder’s option, for Class B shares of any other Fund that offers Class B shares without the payment of a sales charge, provided that Class B shares of such other Fund are available to residents of the relevant state. The holding period for determining any CDSC will include the holding period of the shares exchanged, and will be calculated using the schedule of any Fund into or from which shares have been exchanged that would result in the highest CDSC applicable to such Class B shares.

 

(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.

 

 

Initial Sales Charge

 

Class B shares are offered at their NAV, without an initial sales charge.

 

Contingent Deferred Sales Charge

 

Class B shares that are redeemed within 6 years of purchase are subject to a CDSC of up to 5.00% of either the purchase price or the NAV of the shares redeemed, whichever is less (provided that the period of time, and the percentage level of the CDSC, may be less for any Fund if so specified in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect); such percentage declines the longer the shares are held, as described in the Funds’ registration statements or prospectuses and statements of additional information as from time to time in effect. Class B shares purchased with reinvested dividends or capital gains are not subject to a CDSC.

 

The CDSC on Class B shares is subject to reduction or waiver in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act and as described in the applicable Fund’s registration statement or prospectus or statement of additional information as from time to time in effect.

 

 

CLASS C SHARES

 

Distribution and Service Fees

 

Class C shares pay distribution and service fees pursuant to plans adopted pursuant to Rule 12b-1 under the 1940 Act (the “Class C Plans”). Class C shares also bear any costs associated with obtaining shareholder approval of the Class C Plans or any amendment to a Class C Plan. Pursuant to the Class C Plans, Class C shares may pay up to 1.00% of the relevant Fund’s average net assets attributable to the Class C shares (which percentage may be less for any Fund, as described in the Fund’s registration statement or prospectus or statement of

 

 

additional information as from time to time in effect). Amounts payable under the Class C Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement or prospectus or statement of additional information of each Fund as from time to time in effect.

 

Investor Servicing Fees

 

Except with respect to the Target Date Funds, investor servicing fees (determined pursuant to the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect) that are not specifically payable by Class G, Class I, Class P, Class R3, Class R4, Class R5 or Class R6 shares are allocated among the other classes of shares (Class A shares, Class B shares, Class C shares, Class M shares, Class N shares, Class R shares and Class Y shares, as applicable) of each Fund based on the net assets of each Fund attributable to shares of each class.

 

For each Target Date Fund, Class C shares pay an investor servicing fee at the rate set forth for Class C shares in the Memorandum regarding Investor Servicing Compensation Arrangements for such Fund as from time to time in effect.

 

 

Conversion Features

 

Class C shares automatically convert to Class A shares of the same Fund no later than the end of the month in which the eighth anniversary of the date of purchase occurs (or such earlier date as the Trustees of a Fund may authorize), provided that PSERV or the financial intermediary through which the shareholder purchased such Class C shares has records verifying the completion of the eight-year aging period (if these records are not available, PSERV or the financial intermediary may not effect the conversion or may effect the conversion on a different schedule determined by PSERV or the financial intermediary, which may be shorter or longer than eight years), and further provided that Class A shares are available for purchase by residents in the shareholder’s jurisdiction. Class C shares purchased through the reinvestment of dividends and other distributions on Class C shares will convert to Class A shares at the same time as the Class C shares with respect to which they were purchased are converted, and Class C shares acquired by the exchange of Class C shares of another Fund will convert to Class A shares based on the time of the initial purchase of such Class C shares, provided the conditions to conversion are satisfied. No sales charges or other charges will apply to any such conversion.

 

 

 

Exchange Features

 

See “All Share Classes – Exchange Feature” above. In addition:

 

Class C shares of any Fund may be exchanged, at the holder’s option, for Class C shares of any other Fund that offers Class C shares without the payment of a sales charge, provided that Class C shares of such other Fund are available to residents of the relevant state. The holding

period for determining any CDSC will include the holding period of the shares exchanged, and will be calculated using the schedule of any Fund into or from which shares have been exchanged that would result in the highest CDSC applicable to such Class C shares. Exchange privileges for Class C shares offered outside the United States may vary.

 

Class C shares of any Fund held by a shareholder eligible to purchase Class Y shares may be exchanged, at the holder’s option, for Class Y shares of the same Fund, provided that Class Y shares of such Fund are available to residents of the relevant state and provided that the Class C shares are no longer CDSC-eligible.

 

Class C shares of any Fund held by a shareholder eligible to purchase Class A shares without a sales charge because the shareholder is a (i) client of a broker-dealer, financial institution, financial intermediary or registered investment advisor that is approved by Putnam Retail Management and charges a fee for advisory or investment services or (ii) client of a broker-dealer, financial institution, or financial intermediary that has entered into an agreement with Putnam Retail Management to offer shares through a fund “supermarket” or retail self-directed brokerage account (with or without the imposition of a transaction fee) may be exchanged, at the holder’s option, for Class A shares of the same Fund, provided that Class A shares of such Fund are available to residents of the relevant state and provided that the Class C shares are no longer CDSC-eligible.

 

For each Target Date Fund, Class C shares held through employer-sponsored retirement plans (for these purposes, employer-sponsored retirement plans include the plan types described in such Fund’s registration statement) acquired prior to October 1, 2020 will, unless the plan notifies PSERV of its desire to be exchanged into another share class for which it is eligible, be exchanged into Class R shares of the same Fund effective October 1, 2020, provided that Class R shares are available for purchase by residents in the shareholder’s jurisdiction and further provided that, if applicable, Class R of such Fund are available through the relevant retirement plan. No sales charges or other charges will apply to any such conversion.

 

(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.

 

Initial Sales Charge

 

Class C shares are offered at their NAV, without an initial sales charge.

 

Contingent Deferred Sales Charge

 

Class C shares are subject to a 1.00% CDSC if the shares are redeemed within one year of purchase; provided that the period of time, and the percentage level of the CDSC, may be less for any Fund if so specified in the Fund’s registration statement or prospectus or statement of

 

 

additional information as from time to time in effect. Class C shares purchased with reinvested dividends or capital gains are not subject to a CDSC.

 

The CDSC on Class C shares is subject to reduction or waiver in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act and as described in the applicable Fund’s registration statement or prospectus or statement of additional information as from time to time in effect.

 

CLASS G SHARES

 

Distribution and Service Fees

 

Class G shares do not pay a distribution or service fee.

 

Investor Servicing Fees

 

Class G shares pay an investor servicing fee at the rates set forth for Class G shares in the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect.

 

Conversion Features

 

Class G shares do not convert to any other class of shares.

 

Exchange Features

 

See “All Share Classes – Exchange Feature” above. Class G shares are not eligible for exchange for Class G shares of another Fund.

 

Initial Sales Charge

 

Class G shares are offered at their NAV, without an initial sales charge.

 

Contingent Deferred Sales Charge

 

Class G shares are not subject to any CDSC.

 

CLASS I SHARES

 

Distribution and Service Fees

 

Class I shares do not pay a distribution or service fee.

 

 

Investor Servicing Fees

 

Class I shares pay an investor servicing fee at the rates set forth for Class I shares in the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect.

 

Conversion Features

 

Class I shares do not convert to any other class of shares.

 

Exchange Features¹

 

See “All Share Classes – Exchange Feature” above. In addition:

 

Class I shares are not eligible for exchange for Class I shares of another Fund.

 

Class I shares of any Fund held by a shareholder eligible to purchase Class A shares may be exchanged, at the holder’s option, for Class A shares of the same Fund without payment of any initial sales charge, provided that Class A shares of such Fund are available to residents of the relevant state. Class A shares issued in such an exchange will not be subject to any initial sales charge; however, any subsequent purchases of Class A shares by the shareholder will be subject to the initial sales charge applicable to Class A shares (as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect).

 

Class I shares of any Fund held by a shareholder eligible to purchase Class Y shares may also be exchanged, at the holder’s option, for Class Y shares of the same Fund, provided that Class Y shares of such Fund are available to residents of the relevant state.

 

Class I shares of any Fund held by a shareholder eligible to purchase Class R6 shares may also be exchanged, at the holder’s option, for Class R6 shares of the same Fund, provided that Class R6 shares of such Fund are available to residents of the relevant state and further provided that, if applicable, Class R6 shares of such Fund are available through the relevant retirement plan, advisory program or platform. No sales charges or other charges will apply to any such exchange.

 

(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar

__________________

¹ Class I share exchange features (into or out of Class I shares) are applicable solely with respect to Class I shares of Putnam Mortgage Opportunities Fund.

 

 

agreement with a shareholder) to reject any same-fund exchange.

 

 

Initial Sales Charge

 

Class I shares are offered at their NAV, without an initial sales charge.

 

Contingent Deferred Sales Charge

 

Class I shares are not subject to any CDSC.

 

CLASS M SHARES

 

Distribution and Service Fees

 

Class M shares pay distribution and service fees pursuant to plans adopted pursuant to Rule 12b-1 under the 1940 Act (the “Class M Plans”). Class M shares also bear any costs associated with obtaining shareholder approval of the Class M Plans or any amendment to a Class M Plan. Pursuant to the Class M Plans, Class M shares may pay up to 1.00% of the relevant Fund’s average net assets attributable to Class M shares (which percentage may be less for any Fund, as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect). Amounts payable under the Class M Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement or prospectus or statement of additional information of each Fund as from time to time in effect.

 

Investor Servicing Fees

 

Investor servicing fees (determined pursuant to the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect) that are not specifically payable by Class G, Class I, Class P, Class R3, Class R4, Class R5 or Class R6 shares are allocated among the other classes of shares (Class A shares, Class B shares, Class C shares, Class M shares, Class N shares, Class R shares and Class Y shares, as applicable) of each Fund based on the net assets of each Fund attributable to shares of each class.

 

Conversion Features

 

Class M shares do not convert to any other class of shares.

 

 

Exchange Features

 

See “All Share Classes – Exchange Feature” above. In addition:

 

      

 Class M shares of any Fund other than Putnam Money Market Fund and Putnam Government Money Market Fund may be exchanged, at the holder’s option, for Class M shares of any other Fund that offers Class M shares without the payment of a sales charge, provided that Class M shares of such other Fund are available to residents of the relevant state. Class M shares of Putnam Money Market Fund and Putnam Government Money Market Fund may be exchanged, at the holder’s option, for Class B, Class C or Class M shares of any other Fund that offers such classes of shares in the relevant state without the current payment of a CDSC, but, in the case of exchanges for Class M shares of another Fund, may be subject to a front-end sales charge upon such exchange. The holding period for determining any CDSC applicable to the shares received in such exchange will include the holding period of the shares exchanged, and will be calculated using the schedule of any Fund into or from which shares have been exchanged that would result in the highest CDSC applicable to such shares. Exchange privileges for Class M shares offered outside the United States may vary.

 

Class M shares of any Fund held by a shareholder eligible to purchase Class Y shares may also be exchanged, at the holder’s option, for Class Y shares of the same Fund, provided that Class Y shares of such Fund are available to residents of the relevant state.

(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.

 

Initial Sales Charge

 

Class M shares are offered at a public offering price that is equal to their NAV plus a sales charge of up to 3.50% of the public offering price (which maximum may be less for any Fund, as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect). The sales charges on Class M shares are subject to reduction or waiver as permitted by Rule 22d-1 under the 1940 Act and as described in the applicable Fund’s registration statement or prospectus or statement of additional information as from time to time in effect.

 

Contingent Deferred Sales Charge

 

Class M shares are not subject to any CDSC.

 

CLASS N SHARES

 

Distribution and Service Fees

 

Class N shares pay distribution and service fees pursuant to plans (the “Class N Plans”) adopted pursuant to Rule 12b-1 under the 1940 Act. Class N shares also bear any costs associated with obtaining shareholder approval of the Class N Plans or any amendment to a Class N Plan. Pursuant to the Class N Plans, Class N shares may pay up to 0.25% of the relevant

 

 

Fund’s average net assets attributable to the Class N shares (which percentage may be less for any Fund, as described in the Fund’s registration statement or prospectuses and statements of additional information as from time to time in effect). Amounts payable under the Class N Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement or prospectus or statement of additional information of each Fund as from time to time in effect.

 

Investor Servicing Fees

 

Investor servicing fees (determined pursuant to the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect) that are not specifically payable by Class G, Class I, Class P, Class R3, Class R4, Class R5 or Class R6 shares are allocated among the other classes of shares (Class A shares, Class B shares, Class C shares, Class M shares, Class R shares, Class N shares and Class Y shares, as applicable) of each Fund based on the net assets of each Fund attributable to shares of each class.

 

Conversion Features

 

Class N shares do not convert to any other class of shares.

 

Exchange Features

 

See “All Share Classes – Exchange Feature” above. In addition:

 

Class N shares of any Fund may be exchanged, at the holder’s option, for Class A or N shares of any other Fund that offers Class A or N shares without the payment of a CDSC, provided that Class A or N shares of such other Fund are available to residents of the relevant state. Such exchanges will not be subject to an initial sales charge.

 

Class N shares of any Fund held by a shareholder eligible to purchase Class A shares may also be exchanged, at the holder’s option, for Class A shares of the same Fund, provided that the Class N shares are no longer subject to a CDSC, provided that Class A shares of such Fund are available to residents of the relevant state, and further provided that, if applicable, Class A shares of such Fund are available through the relevant retirement plan. No sales charges or other charges will apply to any such exchange.

 

 

Initial Sales Charge

 

Class N shares are offered at a public offering price that is equal to their NAV plus a sales charge of up to 1.50% of the public offering price (which maximum may be less for any Fund, as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect). The sales charges on Class N shares are subject to reduction or waiver as permitted by Rule 22d-1 under the 1940 Act and as described in the applicable Fund registration statement or prospectus or statement of additional information as from time to time in effect.

 

 

Contingent Deferred Sales Charge

 

Purchases of Class N shares of $250,000 or more that are redeemed before the first day of the month in which the nine-month anniversary of such purchases occurs may be subject to a CDSC of 0.25% of either the purchase price or the NAV of the shares redeemed, whichever is less, as described in each Fund’s registration statement or prospectus or statement of additional information as from time to time in effect.

 

Class N shares are not otherwise subject to a CDSC.

 

The CDSC on Class N shares is subject to reduction or waiver in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act and as described in the applicable Fund registration statement or prospectus or statement of additional information as from time to time in effect.

 

CLASS P SHARES

 

Distribution and Service Fees

 

Class P shares do not pay a distribution or service fee.

 

Investor Servicing Fees

 

Class P shares pay an investor servicing fee at the rates set forth for Class P shares in the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect.

 

Conversion Features

 

Class P shares do not convert to any other class of shares.

 

 

Exchange Features

 

See “All Share Classes – Exchange Feature” above. Class P shares are not eligible for exchange for Class P shares of another Fund.

 

Initial Sales Charge

 

Class P shares are offered at their NAV, without an initial sales charge.

 

Contingent Deferred Sales Charge

 

Class P shares are not subject to any CDSC.

 

CLASS R SHARES

 

Distribution and Service Fees

 

Class R shares pay distribution and service fees pursuant to plans adopted pursuant to Rule 12b-1 under the 1940 Act (the “Class R Plans”). Class R shares also bear any costs associated with obtaining shareholder approval of the Class R Plans or any amendment to a Class R Plan. Pursuant to the Class R Plans, Class R shares may pay up to 1.00% of the relevant Fund’s average net assets attributable to Class R shares (which percentage may be less for any Fund, as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect). Amounts payable under the Class R Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement or prospectus or statement of additional information of each Fund as from time to time in effect.

 

Investor Servicing Fees

 

Except with respect to the Target Date Funds, investor servicing fees (determined pursuant to the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect) that are not specifically payable by Class G, Class I, Class P, Class R3, Class R4, Class R5 or Class R6 shares are allocated among the other classes of shares (Class A shares, Class B shares, Class C shares, Class M shares, Class N shares, Class R shares and Class Y shares, as applicable) of each Fund based on the net assets of each Fund attributable to shares of each class.

 

For each Target Date Fund, Class R shares pay an investor servicing fee at the rate set forth for Class R shares in the Memorandum regarding Investor Servicing Compensation Arrangements for such Fund as from time to time in effect.

 

 

Conversion Features

 

Class R shares do not convert to any other class of shares.

 

 

Exchange Features

 

See “All Share Classes – Exchange Feature” above. In addition:

 

Class R shares of any Fund may be exchanged, at the holder’s option, for Class R shares of any other Fund that offers Class R shares without the payment of a sales charge, provided that Class R shares of such other Fund are available to residents of the relevant state.

 

Class R shares of any Fund held by a shareholder eligible to purchase Class R3, R4 or R5 shares may also be exchanged, at the holder’s option, for Class R3, R4 or R5 shares of the same Fund, provided that Class R3, R4 or R5 shares of such Fund are available to residents of the relevant state and further provided that, if applicable, Class R3, R4 or R5 shares of such Fund are available through the relevant retirement plan. No sales charges or other charges will apply to any such exchange.

 

Class R shares of any Fund held by a shareholder eligible to purchase Class R6 shares may also be exchanged, at the holder’s option, for Class R6 shares of the same Fund, provided that Class R6 shares of such Fund are available to residents of the relevant state and further provided that, if applicable, Class R6 shares of such Fund are available through the relevant retirement plan, advisory program or platform. No sales charges or other charges will apply to any such exchange.

 

(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.

 

 

Initial Sales Charge

 

Class R shares are offered at their NAV, without any sales charge.

 

Contingent Deferred Sales Charge

 

Class R shares are not subject to any CDSC.

 

 

CLASS R3 SHARES

 

Distribution and Service Fees

 

 

 

Class R3 shares pay distribution and service fees pursuant to plans adopted pursuant to Rule 12b-1 under the 1940 Act (the “Class R3 Plans”). Class R3 shares also bear any costs associated with obtaining shareholder approval of the Class R3 Plans or any amendment to a Class R3 Plan. Pursuant to the Class R3 Plans, Class R3 shares may pay up to 0.35% of the relevant Fund’s average net assets attributable to Class R3 shares (which percentage may be less for any Fund, as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect). Amounts payable under the Class R3 Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement or prospectus or statement of additional information of each Fund as from time to time in effect.

 

Investor Servicing Fees

 

Class R3 shares pay an investor servicing fee at the rates set forth for Class R3 shares in the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect.

 

Conversion Features

 

Class R3 shares do not convert to any other class of shares.

 

Exchange Features

 

See “All Share Classes – Exchange Feature” above. In addition:

 

Class R3 shares of any Fund may be exchanged, at the holder’s option, for Class A or R3 shares of any other Fund that offers Class A or R3 shares without the payment of a sales charge, provided that Class A or R3 shares of such other Fund are available to residents of the relevant state, and further provided that, if applicable, Class A or R3 shares of such other Fund are available through the relevant retirement plan.

 

Class R3 shares of any Fund held by a shareholder eligible to purchase Class R, Class R4, Class R5, or Class R6 shares may be exchanged, at the holder’s option, for Class R, Class R4, Class R5, or Class R6 shares of the same Fund, provided that Class R, Class R4, Class R5, or Class R6 shares are available to residents of the relevant state, and further provided that, if applicable, Class R, Class R4, Class R5, or Class R6 shares are available through the relevant retirement plan. No sales charges or other charges will apply to any such exchange.

 

(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be

 

 

available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.

 

Initial Sales Charge

 

Class R3 shares are offered at their NAV, without an initial sales charge.

 

Contingent Deferred Sales Charge

 

Class R3 shares are not subject to any CDSC.

 

 

CLASS R4 SHARES

 

Distribution and Service Fees

 

Class R4 shares do not pay a distribution or service fee.

 

Investor Servicing Fees

 

Class R4 shares pay an investor servicing fee at the rates set forth for Class R4 shares in the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect.

 

Conversion Features

 

Class R4 shares do not convert to any other class of shares.

 

Exchange Features

 

See “All Share Classes – Exchange Feature” above. In addition:

 

Class R4 shares of any Fund may be exchanged, at the holder’s option, for Class R4 shares of any other Fund that offers Class R4 shares, provided that Class R4 shares of such other Fund are available to residents of the relevant state, and further provided that, if applicable, class R4 shares of such other Fund are available through the relevant retirement plan.

 

Class R4 shares of any Fund held by a shareholder eligible to purchase Class R, Class R3, Class R5, or Class R6 shares may be exchanged, at the holder’s option, for Class R, Class R3, Class R4 or Class R6 shares of the same Fund, provided that Class R, Class R3, Class R5, or Class R6 shares are available to residents of the relevant state, and further provided that, if applicable, Class R, Class R3, Class R5, or Class R6 shares are available through the relevant retirement plan. No sales charges or other charges will apply to any such exchange.

 

  

(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.

 

Initial Sales Charge

 

Class R4 shares are offered at their NAV, without an initial sales charge.

 

Contingent Deferred Sales Charge

 

Class R4 shares are not subject to any CDSC.

 

 

CLASS R5 SHARES

 

Distribution and Service Fees

 

Class R5 shares do not pay a distribution or service fee.

 

Investor Servicing Fees

 

Class R5 shares pay an investor servicing fee at the rates set forth for Class R5 shares in the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect.

 

Conversion Features

 

Class R5 shares do not convert to any other class of shares.

 

Exchange Features

 

See “All Share Classes – Exchange Feature” above. In addition:

 

Class R5 shares of any Fund may be exchanged, at the holder’s option, for Class R5 shares of any other Fund that offers Class R5 shares without the payment of a sales charge, provided that Class R5 shares of such other Fund are available to residents of the relevant state, and further provided that, if applicable, shares of such other Fund are available through the relevant retirement plan.

 

Class R5 shares of any Fund held by a shareholder eligible to purchase Class R, Class R3, Class R4, or Class R6 shares may be exchanged, at the holder’s option, for Class R, Class R3, Class R4 or Class R6 shares of the same Fund, provided that Class R, Class R3, Class R4, or Class R6 shares are available to residents of the relevant state, and further provided that, if

 

 

applicable, Class R, Class R3, Class R4, or Class R6 shares are available through the relevant retirement plan. No sales charges or other charges will apply to any such exchange.

 

(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.

 

Initial Sales Charge

 

Class R5 shares are offered at their NAV, without an initial sales charge.

 

Contingent Deferred Sales Charge

 

Class R5 shares are not subject to any CDSC.

 

CLASS R6 SHARES

 

Distribution and Service Fees

 

Class R6 shares do not pay a distribution or service fee.

 

Investor Servicing Fees

 

Class R6 shares pay an investor servicing fee at the rates set forth for Class R6 shares in the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect.

 

Conversion Features

 

Class R6 shares do not convert to any other class of shares.

 

Exchange Features

 

See “All Share Classes – Exchange Feature” above. In addition:

 

Class R6 shares of any Fund may be exchanged, at the holder’s option, for Class R6 shares of any other Fund that offers Class R6 shares without the payment of a sales charge, provided that Class R6 shares of such other Fund are available to residents of the relevant state, and further provided that, if applicable, shares of such other Fund are available through the relevant retirement plan, advisory program or platform.

 

 

       Class R6 shares of any Fund held by a shareholder eligible to purchase Class A, Class I, Class R, Class R3, Class R4, Class R5 or Class Y shares may be exchanged, at the holder’s option, for Class A, Class I, Class R, Class R3, Class R4, Class R5 or Class Y shares of the same Fund, provided that Class A, Class I, Class R, Class R3, Class R4, Class R5 or Class Y shares are available to residents of the relevant state, and further provided that, if applicable, Class A, Class I, Class R, Class R3, Class R4, Class R5 or Class Y shares are available through the relevant retirement plan, advisory program or platform. No sales charges or other charges will apply to any such exchange.

 

(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.

 

Initial Sales Charge

 

Class R6 shares are offered at their NAV, without an initial sales charge.

 

Contingent Deferred Sales Charge

 

Class R6 shares are not subject to any CDSC.

 

 

CLASS Y SHARES

 

Distribution and Service Fees

 

Class Y shares do not pay a distribution or service fee.

 

Investor Servicing Fees

 

Except with respect to the Target Date Funds, investor servicing fees (determined pursuant to the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect) that are not specifically payable by Class G, Class I, Class P, Class R3, Class R4, Class R5 or Class R6 shares are allocated among the other classes of shares (Class A shares, Class B shares, Class C shares, Class M shares, Class R shares, Class N shares and Class Y shares, as applicable) of each Fund based on the net assets of each Fund attributable to shares of each class.

 

For each Target Date Fund, Class Y shares pay an investor servicing fee at the rate set forth for Class Y shares in the Memorandum regarding Investor Servicing Compensation Arrangements for such Fund as from time to time in effect.

 

 

Conversion Features

 

Class Y shares may be converted to Class A shares if an investor no longer satisfies the eligibility requirements for Class Y shares, as described in the applicable Fund’s registration statement or prospectus or statement of additional information as from time to time in effect. A shareholder’s Class Y shares will not be converted to Class A shares without prior notice from the relevant Fund. No sales charges or other charges will apply to any such conversion.

 

 

Exchange Features

 

See “All Share Classes – Exchange Feature” above. In addition:

 

Class Y shares of any Fund may be exchanged, at the holder’s option, for Class Y shares of any other Fund that offers Class Y shares without the payment of a sales charge, provided that Class Y shares of such other Fund are available to residents of the relevant state, and further provided that, if applicable, shares of such other Fund are available through the relevant retirement plan or platform.

 

Class Y shares of any Fund held by a shareholder eligible to purchase Class A, Class C or Class N shares may be exchanged, at the holder’s option, for Class A, Class C or Class N shares of the same Fund without payment of any initial sales charge, provided that Class A, Class C or Class N shares of such Fund are available to residents of the relevant state. Class A or Class N shares issued in such an exchange will not be subject to any initial sales charge; however, any subsequent purchases of Class A or Class N shares by the shareholder will be subject to the initial sales charge applicable to Class A or Class N shares (as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect).

 

In addition, Class Y shares of any Fund that are offered in conjunction with Class A shares of Putnam Money Market Fund or Putnam Government Money Market Fund may be exchanged, at the holder’s option, for Class A shares of Putnam Money Market Fund or Putnam Government Money Market Fund, respectively, without the payment of a CDSC.

 

Class Y shares of any Fund held by a shareholder eligible to purchase Class I shares may also be exchanged, at the holder’s option, for Class I shares of the same Fund, provided that Class I shares of such Fund are available to residents of the relevant state.

 

Class Y shares of any Fund held by a shareholder eligible to purchase Class P shares may also be exchanged, at the holder’s option, for Class P shares of the same Fund, provided that Class P shares of such Fund are available to residents of the relevant state. No sales charges or other charges will apply to any such exchange.

 

Class Y shares of any Fund held by a shareholder eligible to purchase Class R3, R4 or R5 shares may also be exchanged, at the holder’s option, for Class R3, R4 or R5 shares of the same Fund, provided that Class R3, R4 or R5 shares of such Fund are available to residents of the

 

 

relevant state and further provided that, if applicable, Class R3, R4 or R5 shares of such Fund are available through the relevant retirement plan. No sales charges or other charges will apply to any such exchange.

 

Class Y shares of any Fund held by a shareholder eligible to purchase Class R6 shares may also be exchanged, at the holder’s option, for Class R6 shares of the same Fund, provided that Class R6 shares of such Fund are available to residents of the relevant state and further provided that, if applicable, Class R6 shares of such Fund are available through the relevant retirement plan, advisory program or platform. No sales charges or other charges will apply to any such exchange.

 

For each Target Date Fund, Class Y shares held through employer-sponsored retirement plans (for these purposes, employer-sponsored retirement plans include the plan types described in such Fund’s registration statement) acquired prior to October 1, 2020 will, unless the plan notifies PSERV of its desire to be exchanged into another share class for which it is eligible, be exchanged into Class R4 shares of the same Fund effective October 1, 2020, provided that Class R4 shares are available for purchase by residents in the shareholder’s jurisdiction and further provided that, if applicable, Class R4 of such Fund are available through the relevant retirement plan. No sales charges or other charges will apply to any such conversion.

 

 

(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.

 

Initial Sales Charge

 

Class Y shares are offered at their NAV, without an initial sales charge.

 

Contingent Deferred Sales Charge

 

Class Y shares are not subject to any CDSC.

 

THE PUTNAM FUNDS

Code of Ethics

Each of The Putnam Funds (the “Funds”) has determined to adopt this Code of Ethics with respect to certain activities by officers and Trustees of the Funds which might be deemed to create possible conflicts of interest and to establish reporting requirements and enforcement procedures with respect to such activities.

I.

Rules Applicable to Officers and Trustees Affiliated with Putnam Investments Trust or Its Subsidiaries

A.

Incorporation of Adviser’s Code of Ethics. The provisions of the Code of Ethics for employees of Putnam Investments Trust and its subsidiaries (the “Putnam Investments Code of Ethics”), which is attached as Appendix A hereto, are hereby incorporated herein as the Funds’ Code of Ethics applicable to officers and Trustees of the Funds who are employees of the Funds or officers, directors or employees of Putnam Investments Trust or its subsidiaries. A violation of the Putnam Investments’ Code of Ethics shall constitute a violation of the Funds’ Code.

B.

Reports. Officers and Trustees of each of the Funds who are made subject to the Putnam Investments’ Code of Ethics pursuant to the preceding paragraph shall file the reports required by the Putnam Investments’ Code of Ethics with the Code of Ethics Officer designated therein. A report filed with the Code of Ethics Officer shall be deemed to be filed with each of the Funds of which the reporting individual is an officer or Trustee.

C.

Review and Reporting.

(1)

The Code of Ethics Officer shall cause the reported personal securities transactions to be compared with completed and contemplated portfolio transactions of each of the Funds to determine whether a violation of this Code may have occurred. Before making any determination that a violation has been committed by any person, the Code of Ethics Officer shall give such person an opportunity to supply additional explanatory material.

(2)

If the Code of Ethics Officer determines that a violation of any provision of this Code has or may have occurred, he shall submit his written determination, together with any additional explanatory material, to the Audit, Compliance and Risk Committee of the Funds at its next meeting when Code of Ethics matters are discussed.

D.

Sanctions. In addition to reporting violations of this Code to the Audit, Compliance and Risk Committee of the Funds as provided in Section I-C(2), the Code of Ethics Officer shall also report to such Committee any sanctions imposed with respect to such violations.

II.

Rules Applicable to Unaffiliated Trustees

A.

Definitions.

(1)

“Beneficial ownership” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.

(2)

“Control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.

(3)

“Covered Person” means an affiliated person of the Fund, who is not made subject to the Putnam Investments Code of Ethics pursuant to Part I hereof.

(4)

“Interested Trustee” means a Trustee of a Fund who is an “interested person” of the Fund within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(5)

“Purchase or sale of a security” includes, among other things, the writing of an option to purchase or sell a security.

(6)

“Security” shall have the same meaning as that set forth in Section 2(a)(36) of the Investment Company Act (in effect, all securities) except that it shall not include securities issued by the Government of the United States or an agency thereof, bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt investments, including repurchase agreements, and shares of registered open-end investment companies, but shall include any security convertible into or exchangeable for a security.

(7)

“Security Held or to be Acquired by a Fund” means: (i) any security, as defined herein, which, within the most recent 15 days: (A) is or has been held by the Fund, or (B) is being or has been considered by the Fund or Putnam Investments for purchase by the Fund, and (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a security described in (i) above.

(8)

“Unaffiliated Trustee” means a Trustee who is not made subject to the Putnam Investments Code of Ethics pursuant to Part I hereof.

B.

Prohibited Actions. No Covered Person, in connection with the purchase or sale, directly or indirectly, by such Covered Person of a security held or to be acquired by the Fund, shall:

2

(1)

Employ any device, scheme or artifice to defraud the Fund;

(2)

Make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

(3)

Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

(4)

Engage in any manipulative practice with respect to the Fund.

C.

Reporting.

(1)

Every Unaffiliated Trustee of a Fund shall file with the Funds’ Compliance Liaison a report containing the information described in Section II-C(2) of this Code with respect to purchases or sales of any security in which such Unaffiliated Trustee has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, if such Trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling his or her official duties as a Trustee of the Fund, should have known that, during the 15-day period immediately preceding or after the date of the transaction by the Trustee:

(a)

such security was or is to be purchased or sold by the Fund or

(b)

such security was or is being considered for purchase or sale by the Fund;

provided, however, that an Unaffiliated Trustee shall not be required to make a report with respect to transactions effected for any account over which such person does not have any direct or indirect influence or control.

(2)

Every report shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

(a)

The date of the transaction, the title, the number of shares, the interest rate and maturity date (if applicable) and the principal amount of each security involved;

(b)

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(c)

The price at which the transaction was effected;

3

(d)

The name of the broker, dealer or bank with or through whom the transaction was effected; and

(e)

The date that the report is submitted by each Unaffiliated Trustee.

(3)

Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the security to which the report relates.

(4)

Notwithstanding anything to the contrary contained herein, an Unaffiliated Trustee who is an “interested person” of the Funds shall file the reports required by Rule 17j-1(d)(1) under the Investment Company Act with the Code of Ethics Officer of Putnam Investments. Such reports shall be reviewed by such Officer as provided in Section I-C(1) and any related violations shall be reported by him to the Audit, Compliance and Risk Committee as provided in Section I-C(2).

D.

Review and Reporting.

(1)

The Compliance Liaison of the Funds, in consultation with the Code of Ethics Officer of Putnam Investments, shall cause the reported personal securities transactions that he receives pursuant to Section II-C(1) to be compared with completed and contemplated portfolio transactions of the Funds to determine whether any prohibited action listed in Section II-B may have occurred.

(2)

Before making any determination that a violation of this Code has occurred, the Compliance Liaison shall give the person involved an opportunity to supply additional information regarding the transaction in question.

E.

Sanctions. If the Compliance Liaison determines that a violation of this Code has occurred, he shall so advise the Funds’ Audit, Compliance and Risk Committee, and provide the Committee with a report of the matter, including any additional information supplied by such person. The Committee may impose such sanctions as it deems appropriate.

III.

Miscellaneous

A.

Amendments to the Putnam Investments’ Code of Ethics. Any amendment to the Putnam Investments’ Code of Ethics shall be deemed an amendment to Section 1-A of this Code effective 30 days after written notice of such amendment shall have been received by the Chair of the Funds, unless the Trustees of the Funds expressly determine that such amendment shall become effective at an earlier or later date or shall not be adopted.

4

B.

Records. The Funds shall maintain records in the manner and to the extent set forth below, which records may be maintained on microfilm under the conditions described in Rule 31a-2(f)(1) under the Investment Company Act and shall be available for examination by representatives of the Securities and Exchange Commission.

(1)

A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

(2)

A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

(3)

A copy of each report made by an officer or Trustee pursuant to this Code shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place;

(4)

A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Code shall be maintained in an easily accessible place; and

(5)

To the extent any record required to be kept by this section is also required to be kept by Putnam Investments pursuant to the Putnam Investments’ Code of Ethics, Putnam Investments shall maintain such record on behalf of the Funds as well.

C.

Confidentiality. All reports of securities transactions and any other information filed with any Fund pursuant to this Code shall be treated as confidential, but are subject to review as provided herein and by personnel of the Securities and Exchange Commission.

D.

Interpretation of Provisions. The Trustees may from time to time adopt such interpretations of this Code as they deem appropriate.

E.

Delegation by Chair. The Chair of the Funds may from time to time delegate any or all of his or her responsibilities under this Code, either generally or as to specific instances, to such officer or Trustee of the Funds as he or she may designate.

 

As revised June 25, 2021.

 

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Putnam’s Code of Ethics

May 2021

 

Putnam Investments Code of Ethics

Putnam Investments is required by law to adopt a Code of Ethics (the “Code”). The objective of the Code is that Putnam’s employees comply with all applicable laws and avoid any actual, apparent, or potential conflict of interest that could be perceived to interfere with the fiduciary duty Putnam owes to its clients or with Putnam’s interests. It is the duty of Putnam’s employees ethically to handle all actual, apparent, and potential conflicts of interest that may arise. This Code of Ethics is designed to strengthen the trust and confidence our clients place in us and to demonstrate that our clients’ interests come first.

Adherence to the Code is a fundamental condition of employment at Putnam. Every employee is expected to adhere to the requirements of the Code. Any employee failing to do so may be subject to disciplinary action, including financial penalties and termination of employment, as determined by the Code of Ethics Oversight Committee.

 

Definitions

Access Person Putnam has identified certain employees as Access Persons due to their position or access to investment information. Access Persons are held to a higher standard under the Code than other employees. Please ask the Code of Ethics Officer if you have any question whether you are an Access Person. The following employees are Access Persons:

·

All employees of Putnam’s Investment Management Division

·

All employees of the Global Investment Strategies Group/Division

·

All employees of the International RFP Group

·

Employees of the Operations Division within the following specific groups and departments:

·

Fund Administration Group

·

Investment Services and Operations Group

·

Any employee in the following groups or divisions who reports directly to a member of the Operating Committee:

·

Investor Services Group

·

Accounting and Middle Offices Services Group

·

Marketing and Corporate Communications Division

·

Defined Contribution Investment Only Group

·

Global Distribution Division (including Putnam Retail Management, Putnam Global Institutional Management, and Japan businesses)

·

All members of Putnam’s Operating Committee

·

All employees of Putnam Investments Limited (PIL) and all other Putnam employees based in Europe

·

All directors and officers of a registered investment advisor affiliate, e.g., Putnam Investment Management, LLC (PIM), or The Putnam Advisory Company, LLC (PAC)

·

All employees who have access to My Putnam (unless access is limited to the Wall Street Journal, Factiva, or other systems that do not allow access to non-public information about Putnam products, as determined by the Code of Ethics Officer) Employees who have systems access or other access to non-public information about any client’s purchase or sale of securities or to information regarding portfolio holdings or recommendations with respect to such purchases or sales

·

Others as determined by the Code of Ethics Officer, including certain employees in rotational programs

Business or financial relationship refers to any type of existing or prospective arrangement between Putnam, on the one hand, and another entity or person, on the other hand, in which Putnam provides or receives financial consideration, goods, services, or advice. It also includes any investment by Putnam for itself or its clients. This means that there is a business or financial relationship between Putnam and each portfolio company.

Closed-end fund means a fund that has a fixed number of shares outstanding and does not redeem its shares. Closed-end funds typically trade like stocks on an exchange.

The Code of Ethics Officer and the Deputy Code of Ethics Officer are responsible for enforcing and interpreting the Code. The following are the current members of the Code of Ethics staff, each of whom can answer employee questions and provide other assistance regarding the Code:

 

 

Code of Ethics Officer:	James Clark	(617) 760-8939
Deputy Code of Ethics Officer:	Akiko Lindholm	(617) 760-2177
Sr. Compliance Specialist:	Dana Scribner-Shea	(617) 760-7182

 

Code of Ethics Oversight Committee has oversight responsibility for administering the Code of Ethics. Members include the Code of Ethics Officer and other members of Putnam’s senior management appointed by the Chief Executive Officer of Putnam. The Committee reviews and approves Code revisions, violations, and sanctions. In certain instances, requests for exemptions may require the approval of the Committee. The Committee meets on a quarterly basis or as otherwise necessary.

Exchange-traded fund (ETF) means a fund (other than a closed-end fund) that can be traded on an exchange throughout the day like a stock. ETFs often track an index. Examples include (but are not limited to) SPDRs, WEBs, QQQQs, iShares, and HLDRs.

Immediate Family means the Putnam employee’s spouse, domestic partner, fiancé(e), or other family members who are living in the same household or financially dependent on the Putnam employee. Financial dependence, for this purpose, means substantial and regular reliance by the family member on the Putnam employee to meet the family member’s financial obligations, including, for example, the costs of housing or educational expenses. Immediate Family also includes any other family members, including in-laws, for whom the Putnam employee can exercise investment discretion, regardless of whether or not they live in the same household.

Private placement means any offering of a security not offered to the public and not requiring registration with the relevant securities authorities, including but not limited to, equity or debt issued by a privately held company, private funds, hedge funds, or other privately offered securities.

Putnam means any or all of Putnam Investments, LLC and its subsidiaries (other than PanAgora Asset Management, Inc. and any of its subsidiaries), any one of which shall be a Putnam company.

Putnam employee, or employee, means any employee of Putnam and, for purposes of all rules in Sections 1, 2, and 3, also includes the following:

·

Members of the Immediate Family of a Putnam employee;

·

Any trust in which a Putnam employee or Immediate Family member is a trustee with investment discretion;

·

Any account for a partnership in which a Putnam employee or Immediate Family member is a general partner or a partner with investment discretion;

·

Any closely held entity (such as a partnership, limited liability company, or corporation) in which a Putnam employee or Immediate Family member holds a controlling interest and with respect to which he or she has investment discretion;

·

Any account (including any retirement, pension, deferred compensation, or similar account) in which a Putnam employee or Immediate Family member has a substantial economic interest and over which the Putnam employee or Immediate Family member exercises investment discretion;

·

Any account other than a Putnam client account that receives investment advice of any sort from the employee or Immediate Family member, or as to which the employee or Immediate Family member has investment discretion.

Putnam ETF means any exchange-traded fund managed and/or sponsored by Putnam Investments and its investment adviser subsidiaries other than PanAgora Asset Management, Inc.

 

Security The instruments required to be pre-cleared under Section 1.1 are considered to be securities for purposes of this Code and are also required to be reported by Access Persons under Section 4. In addition, transactions in exchange-traded funds (ETFs), exchange-traded notes (ETNs), exchange-traded commodities (ETCs), options, futures, and other derivative securities are required to be reported by Access Persons under Section 4, even for those instruments that are not required to be pre-cleared pursuant to Section 1.1(c).

Section 1 — Personal Securities Rules for All Employees

Putnam maintains the Code of Ethics PTA system to assist employees in fulfilling their obligations under the Code of Ethics. This system can be accessed by selecting the Code of Ethics PTA link, which appears on Putnam’s intranet page in the Secure Information section under My Essentials. This system allows the automated pre-clearance of publicly traded equities and other securities trading on major U.S. and other exchanges. To pre-clear an options contract for a publicly traded security, pre-clear the underlying security in the Code of Ethics PTA system. To request clearance to trade bonds or other securities, you must contact the Code of Ethics staff. Pre-clearance hours are 9:00 a.m. to 4:00 p.m. Eastern Time.

1.1. Pre-clearance Requirements

The pre-clearance requirements under this section apply to employees who are Access Persons.

1.1(a) Employees must pre-clear all trades in the following securities:

·

Stocks of companies

·

Bonds and other debt instruments, including new offerings (including preferred stock, corporate, municipal, high-yield, and convertible bonds)

·

Options, warrants, and all other derivatives of any underlying securities that themselves require pre-clearancee

·

Closed-end funds, including Putnam closed-end funds

Employees must also pre-clear the following transactions:

·

Private placements and purchases of hedge funds or other private investment funds, which must receive pre-approval from the Code of Ethics Oversight Committee (sales of private placements, hedge funds, or other private investment funds do not need to be pre-cleared; however, they must be reported)

·

Donating or gifting of securities

·

Shares purchased by subscription or by mail (if purchasing directly from a company’s transfer agent by check, you must pre-clear the day the check is to be mailed)

·

Tendering securities from your personal account

·

Loans, or guarantees of obligations, being made to non-family members with whom Putnam has a business or financial relationship

 

·

Exercising rights to purchase shares of a company’s stock (other than involuntary exercises)

·

Exercising options or warrants to acquire shares of a company’s stock (other than involuntary exercises as set forth under Section 1.1(c)

1.1(b) Provisions Applicable to Pre-clearances

A pre-clearance is only valid for trading on the day it is obtained. However, trades by employees in Putnam’s Asian or European offices, or trades by any employees in securities listed on Asian or European stock exchanges, may be executed within one business day after pre-clearance is obtained. If the Code of Ethics system does not recognize a security, if an employee is unable to use the system, or if he or she has any questions with respect to the system or pre-clearance, the employee must contact the Code of Ethics staff.

1.1(c) Exceptions from Pre-clearance Requirements

Pre-clearance is not required for certain transactions. (Please note that reporting may still be required for Access Persons even when pre-clearance is not required. See Sections 4 and 5 for reporting requirements.) Pre-clearance is not required for:

·

Open-end mutual funds

·

Currencies and currency forwards, including cryptocurrencies

·

Commodities

·

Treasury securities and other U.S. and other sovereign government debt (Please note that agency securities, such as securities issued by Fannie Mae and Freddie Mac, require pre-clearance.)

·

Certificates of deposit (CDs), commercial paper, repurchase agreements, bankers’ acceptances, and other money market instruments

·

Options and futures and all other derivatives based on an index of securities

·

Exchange-traded funds (ETFs), exchange-traded notes (ETNs), and exchange-traded commodities (ETCs)

·

Putnam ETFs (however, certain investment professionals need to preclear trades in Putnam ETFs—see Section 1.1(d) below)

·

Trades in approved discretionary accounts (see Section 4.2 for additional information)

·

Transactions that are involuntary (i.e., not initiated by the employee or an Immediate Family member covered under the Code), including dividend reinvestments under an automatic program of a publicly traded issuer and broker actions not initiated by the employee, such as option assignments or sales out of the brokerage account to cover fees or margin calls (provided the employee may not have withdrawn funds from the margin account in the prior 10 days

1.1(d) Putnam ETFs Preclearance Rule for Certain Investment Professionals

Personnel in the Equity Trading and Capital Markets groups, Portfolio Managers of any Putnam ETF, and any other Putnam personnel designated by the Code of Ethics Officer must preclear personal trades in Putnam ETFs by contacting the Code of Ethics Staff. To enable timely processing, requests should be placed with the Code of Ethics Staff by 12:00 p.m. on the day of the trade; requests are good only for the trading day on which they are submitted.

 

 

1.2. Restricted List

The Restricted List rule under this section applies to employees who are Access Persons.

Employees may not trade in securities that are on Putnam’s Restricted List, except as set forth below under “Large-/Mid-Cap Exemption.” There are a number of reasons why a security may appear on the Restricted List, and securities are placed on the Restricted List under criteria, and in specific circumstances, as determined by the Code of Ethics Officer or the Code of Ethics Oversight Committee. If a security is not on the Restricted List, other classes of securities of the same issuer (e.g., preferred or convertible preferred stock) may be on the Restricted List. It is the employee’s responsibility to identify with particularity the class of securities being pre-cleared. Bonds are generally restricted at the issuer level.

Large-/Mid-Cap Exemption An employee may trade up to $25,000 in principal amount of the shares of a security appearing on the Restricted List if it is an equity security of an issuer with a market capitalization greater than $2 billion. However, these transactions must still be pre-cleared. Market capitalization is defined as outstanding shares multiplied by current price per share.

 

1.3. Prohibited Transactions

The following transactions and activities are prohibited for all employees:

Good-until-canceled orders (GTC). Any order not executed on the day of pre-clearance must be resubmitted for pre-clearance before being executed on a subsequent day.

Short sales of any security that is subject to pre-clearance requirements. However, short sales against the box are permitted. In addition, opening an option position that would result in a short position in the underlying security upon assignment or expiration is also prohibited (i.e., buying a put option or selling a call option without owning a number of shares at least equal to the delivery obligation under the contract, is prohibited). Purchasing a put option or selling a call option would not be considered acceptable if the only position covering such option would be another option position, such as purchasing a call option or selling a put option, to avoid a violation.

Purchasing equity securities in an initial public offering (IPO). Although exceptions from this prohibition will rarely be granted, employees may request an exemption from the Code of Ethics Officer, who may grant exceptions in unusual cases such as when an Immediate Family member’s association or employment with the issuer warrants consideration or when the employee has had a pre-existing status for at least two years as a policyholder or depositor in connection with a bank or insurance company conversion from mutual or cooperative form to stock form.

Trading with material non-public information (see Section 7)

Personal trading with Putnam client portfolios. Putnam employees may not buy or sell securities when the employee knows a Putnam client account is on the other side of the trade.

Participating in an investment club

Spread betting. PIL employees may not enter into any spread betting contracts on financial instruments.

Opening a discretionary account (see Section 4.2) and trading securities requiring pre-clearance, without obtaining proper advance approval for that account as required

Investing in a public digital coin/token offering

1.4. Policy Regarding Frequency of Personal Trading

Putnam employees are not limited to a pre-determined number of trades in securities during a specified time frame. However, excessive trading by an employee can divert the employee’s attention from his or her responsibilities as an employee and increases the possibility of engaging in transactions that are in actual or apparent conflict with Putnam’s client accounts. In addition, excessive short-term trading by an employee in shares of a Putnam-managed fund can also create actual or apparent conflicts with other shareholders of such fund and may have other detrimental effects as described in the prospectus or other disclosure document for such fund. Putnam reserves the right to monitor the number of trades (including for these purposes trades in securities that are required to be pre-cleared under Section 1.1(a), shares of Putnam-managed funds, and other securities that are required to be reported under Section 5.1 or 5.2, such as ETFs, ETNs, ETCs, options, futures, and other derivative securities) executed by an employee and members of his or her Immediate Family and may review any such activity that appears to be excessive with the employee’s manager(s) and/or the Code of Ethics Oversight Committee, as deemed appropriate by the Code of Ethics Officer. The Code of Ethics Oversight Committee shall have the authority to address any circumstances of excessive trading in securities or excessive short-term trading in shares of a Putnam-managed fund in accordance with Section 8 of this Code.

Section 2 — Putnam Mutual Funds, Closed-End Funds and Exchange-Traded Funds

2.1. Holding Putnam Mutual Fund Shares at Putnam

Putnam employees must hold shares of Putnam open-end U.S. mutual funds through accounts maintained at Putnam, with Putnam Retail Management (PRM) listed as the dealer of record. All transactions must be executed through Putnam and not through an outside broker or other intermediary.

These requirements also apply to:

·

Self-directed IRA accounts holding Putnam fund shares;

·

Variable annuities and variable insurance contracts, such as Putnam/Hartford Capital Manager and Allstate Advisor, which invest in Putnam Variable Trusts (must list PRM as dealer but may be held at the insurer)

In limited circumstances, retirement, pension, deferred compensation, health savings, and similar accounts (and variable insurance arrangements) that cannot be legally transferred to Putnam may be allowed to hold Putnam funds upon approval of the Code of Ethics Officer. For example, a spouse of a Putnam employee may have a 401(k)/Profit Sharing Plan with his or her employer that invests in Putnam funds. The employee must notify the Code of Ethics Officer in writing, provide the reason why the account cannot be transferred to Putnam, and arrange for all account statements and confirmations to be sent to the Code of Ethics staff, if approved.

2.2. Putnam Mutual Funds — Linked Accounts

All employees are required to ensure that their Immediate Family members’ accounts holding Putnam mutual funds are linked to comply with the requirements stated above and to permit monitoring for excessive short-term trading in accordance with Section 1.4. To ensure these accounts are linked, log on to Putnam’s intranet home page at http://intranet/home/index.shtml, and select My Essentials/Linked mutual fund accounts.

2.3. Putnam Closed-End Funds

 

2.3(a) Pre-clearance and Reporting

Putnam closed-end fund shares are subject to the same pre-clearance and reporting requirements as other stocks. A list of the Putnam closed-end funds can be obtained from the Code of Ethics staff.

2.3(b) Special Rules Applicable to Portfolio Managers to Putnam Closed-End Funds, Group Heads in the Investment Division, Operating Committee members, and officers of the Putnam Funds

Portfolio Managers to Putnam closed-end funds, Group Heads in Putnam’s Investment Division, Putnam Operating Committee members, and officers of the Putnam Funds will not receive clearance to engage in any combination of purchase and sale, or sale and purchase, of the shares of a given closed-end fund within six months of each other. Therefore, purchases should be made only if you intend to hold the shares more than six months, and sales should not be made if you plan to purchase more shares of that fund within six months.

2.4. Putnam Exchange-Traded Funds

Putnam employees may invest in Putnam ETFs, subject to the preclearance requirement set forth in Section 1.1(d) for certain investment professionals. However, Putnam employees must hold shares of Putnam ETFs in accounts maintained by an approved broker-dealer—see Section 4.4 below.

Section 3 — Additional Rules for Access Persons and Certain Investment Professionals

3.1. 60-Day Short-Term Rule — All Access Persons

Access Persons may not sell a security at a price higher than any price paid for that security within the past 60 calendar days, or buy a security at a price below which he or she sold the same security within the past 60 days. This rule applies to transactions across all accounts of the employee. All trades for the previous 60 days in all accounts will be compared to the trade date for the transaction in question to determine whether a violation has occurred. Thus, if within a 60-day period, an employee buys a security for $10, buys it again for $15, and then sells shares of this security for $12, this will be considered a violation even though some shares of the security in question were bought for a higher price. To further illustrate the rule, if an employee buys a security for $15 on one day, buys it again for $10 a year later, and then less than 60 days after the second purchase sells shares of this security for $12, this will be considered a violation even though some shares of the security in question were bought for a higher price more than 60 days earlier. Access Persons may also not open an option transaction for a contract that expires in 60 days or less. The holding period for securities acquired upon exercise of a purchased call option shall be calculated using the date of acquisition of the option (rather than the date of exercise of the option) as the starting point for the 60-day holding period. Further, this rule also applies to common stock and option exercise transactions. For example, an employee may purchase calls/call spreads, and he or she may buy/sell a common stock of the same security (because transactions in options and common stock shares are treated differently); however, if the employee plans to exercise the option, he or she needs to ensure that it is not in the opposite direction of the common stock transaction (at a profit) that he or she traded within the past 60 days. Although portfolio managers and analysts may sell securities at a profit within 60 days of purchase in order to comply with the requirements of the 7-Day Pre-Trade and 7-Day Post-Trade Rules (see Sections 3.2 and 3.3), any profit must be disgorged and paid to charity.

This 60-Day Short Term Rule will not apply to trades in ETFs, including Putnam ETFs.

3.2. 7-Day Pre-Trade Rule (Portfolio Managers and Analysts)

 

3.2(a) Portfolio Managers

(i) Before a portfolio manager places an order to buy a security for any Putnam client portfolio that he manages, he must sell that security or related derivative security if he has purchased it in his personal account within the preceding seven calendar days; or (ii) upon entering an order to sell a security for any Putnam client portfolio that he manages, he must disgorge to charity any losses avoided if he sold the security in his personal account within the preceding seven calendar days. Disgorgements will be measured by the difference between the selling price for the personal account and the selling price for the client account, multiplied by the number of shares sold for the personal account. For certain designated sleeved funds or portfolios, if a portfolio manager (but not the Chief Investment Officer of Equities and Director of Equity Research , who are not eligible for this exception) does not actually manage the sleeves of the funds or portfolios, but rather is a named portfolio manager for the overall fund(s), and if the portfolio manager does not have any actual knowledge of day-to-day trade activities and upcoming changes in ratings of securities in the sleeves of the funds or portfolios, the Code of Ethics Officer, the Deputy Code of Ethics Officer or their designee may override this rule.

3.2(b) Analysts

(i) Before an analyst makes an initial purchase or outperform recommendation (including an initial recommendation change) for a security (including designation of a security for inclusion in the portfolio of Putnam Research Fund), he must sell that security or related derivative security if he has purchased it in his personal account within the preceding seven calendar days; or (ii) upon making an initial sell or an underperform recommendation (including an initial recommendation change) for a security (including designation of a security for sale from the portfolio of Putnam Research Fund), he must disgorge to charity any losses avoided if he sold the security in his personal account within the preceding seven calendar days. Disgorgements will be measured by the difference between the selling price for the personal account and the price at the time that the recommendation is made, multiplied by the number of shares sold for the personal account.

For certain designated sleeved funds or portfolios, if an analyst (but not the Chief Investment Officer of Equities and Director of Equity Research , who are not eligible for this exception) does not actually manage the sleeves of the funds or portfolios, but rather is a named portfolio manager for the overall fund(s), and if the analyst does not have any actual knowledge of day-to-day trade activities and upcoming changes in ratings of securities in the sleeves of the funds or portfolios, the Code of Ethics Officer, the Deputy Code of Ethics Officer, or their designee may override this rule.

3.3. 7-Day Post-Trade Rule (Portfolio Managers and Analysts)

3.3(a) Portfolio Managers

No portfolio manager shall: (i) sell any security or related derivative security for her personal account until seven calendar days have elapsed after the date of the most recent purchase of that security or related derivative security by any Putnam client portfolio she manages or co-manages; or (ii) purchase any security or related derivative security for her personal account until seven calendar days have elapsed after the date of the most recent sale of that security or related derivative security from any Putnam client portfolio that she manages or co-manages. For certain designated sleeved funds or portfolios, if a portfolio manager (but not the Chief Investment Officer of Equities and Director of Equity Research , who are not eligible for this exception) does not actually manage the sleeves of the funds or portfolios, but rather is a named portfolio manager for the overall fund(s), and if the portfolio manager does not have any actual knowledge of day-to-day trade activities and upcoming changes in ratings of securities in the sleeves of the funds or portfolios, the Code of Ethics Officer, the Deputy Code of Ethics Officer or their designee may override this rule.

3.3(b) Analysts

No analyst shall: (i) sell any security or related derivative security for his personal account until seven calendar days have elapsed after the date of his initial buy or outperform recommendation (including an initial recommendation change) for that security or related derivative security (including designation of a security for inclusion in the portfolio of Putnam Research Fund); or (ii) purchase any security or related derivative security for his personal account until seven calendar days have elapsed after the date of his initial sell or underperform recommendation (including an initial recommendation change) for that security or related derivative security (including the removal of a security from the portfolio of Putnam Research Fund). For certain designated sleeved funds or portfolios, if an analyst (but not the Chief Investment Officer of Equities and Director of Equity Research , who are not eligible for this exception) does not actually manage the sleeves of the funds or portfolios, but rather is a named portfolio manager for the overall fund(s), and if the analyst does not have any actual knowledge of day-to-day trade activities and upcoming changes in ratings of securities in the sleeves of the funds or portfolios, the Code of Ethics Officer, the Deputy Code of Ethics Officer or their designee may override this rule.

3.4. Contra-Trading Rule (Portfolio Managers)

No portfolio manager shall, without prior clearance and written approval (which may be satisfied by email) from the Chief Investment Officer and Code of Ethics Officer, sell in his personal account any securities or related derivative securities that are held in any Putnam client portfolio that he manages or co-manages. Contact the Code of Ethics Officer for a copy of the Contra-Trading Rule Clearance Form. For certain designated sleeved funds or portfolios, the Code of Ethics Officer, the Deputy Code of Ethics Officer or their designee may permit a sale in the portfolio manager’s personal account without obtaining written approval from the Chief Investment Officer and Code of Ethics Officer, if the portfolio manager (but not the Chief Investment Officer of Equities and Director of Equity Research , who are not eligible for this exception) does not actually manage the sleeves of the funds or portfolios, but rather is a named portfolio manager for the overall fund(s), and if the portfolio manager does not have any actual knowledge of day-to-day trade activities and upcoming changes in ratings of securities in the sleeves of the funds or portfolios.

3.5. No Personal Benefit (Portfolio Managers and Analysts)

No portfolio manager shall cause, and no analyst shall recommend, an action that would cause a Putnam client to take action for the portfolio manager’s or analyst’s own personal benefit. A portfolio manager who trades in, or an analyst who recommends, particular securities for a Putnam client account in order to support the price of securities in his personal account, or who “front runs” a Putnam client order, is in violation of this Rule.

Section 4 — Reporting Requirements

4.1. Brokerage/Securities Accounts — Initial and Annual Requirements

All employees (on their own behalf and on behalf of their Immediate Family members (see Definitions)) are required to report the existence of any accounts that have the capability of purchasing any securities. This Rule includes all brokerage accounts, accounts held directly at an issuer’s transfer agent, and securities held in physical certificate form by an employee or any Immediate Family member of the employee, or any other accounts in which reportable securities can be traded and/or held. The only investment accounts excluded from this rule are accounts that are only permitted to hold open-end mutual funds (other than Putnam open-end funds) and no other investments, and TreasuryDirect accounts, which can only purchase Treasury securities.

 

To satisfy this requirement, a new employee must complete the Code of Ethics and Broker Account Certification, and Access Persons must also complete Initial Holdings Certification in the Code of Ethics PTA system, and supply the Code of Ethics Department with a copy of the most recent statement for each account, within the required time frame below:

·

Access Persons — within 10 days of hire

·

Non-access Persons — within 30 days of hire

In addition, a new employee must obtain written approval from the Code of Ethics staff to maintain his/her reportable accounts within 30 days of hire.

All current U.S. employees must contact the Code of Ethics staff and obtain written approval from the Code of Ethics staff prior to opening any new accounts outside of Putnam (including accounts being opened for Immediate Family members), and disclose them. This Rule includes all brokerage accounts (including a self-directed brokerage account in the Putnam 401(k) plan), accounts held directly at an issuer’s transfer agent, and securities held in physical certificate form by an employee or any Immediate Family member of the employee, or any other accounts in which reportable securities can be traded and/or held.

Non-U.S. current employees opening a new account (including accounts being opened for Immediate Family members) must disclose them to the Code of Ethics Department prior to opening, or immediately after opening, the account in advance of the first personal securities transaction in the account.

All employees will be required to certify annually that all accounts requiring disclosure are accurately listed in the Code of Ethics PTA system.

4.2. Separate Provisions for Brokerage/Securities Accounts That Are Professionally Managed (Discretionary) Accounts — Initial and Annual Requirements

If you wish to establish a professionally managed or discretionary account (including professionally managed or discretionary accounts being opened for Immediate Family members), where you completely turn over decision-making authority to a professional money manager who is not subject to this Code and you have no direct or indirect influence or control over the discretionary account, you must disclose the existence of the account and receive approval from the Code of Ethics staff in advance of the first personal securities transaction (new employees have 30 days to obtain the appropriate approval). You do not need to pre-clear or report securities transactions in these accounts. Please note that a discretionary account may not purchase an IPO or hold Putnam open-end mutual funds. The broker or advisor maintaining discretion over the account must be an independent third party, not affiliated with or related to a family member of the Putnam employee in any way.

 

In order for the account to be considered discretionary, the employee must:

Complete an initial certification in which both the employee and the broker/advisor certify that the Putnam employee or Immediate Family member does not participate in investment decisions on the account;

Complete an annual certification in which the employee certifies that the Putnam employee or Immediate Family member does not participate in investment decisions on the account, and does not have direct or indirect influence or control over the account;

Respond, and arrange for the employee’s broker/advisor to respond, to such inquiries as deemed advisable by the Code of Ethics staff in their assessment of whether the account is discretionary; and

Ensure that copies of broker statements are delivered to Putnam investments.

4.3. Account Confirmations and Statements

All employees are required to ensure that copies of all confirmations and statements are delivered to Putnam for all accounts described in Section 4.1, and to ensure that copies of all statements (but not confirmations) are delivered to Putnam for all discretionary accounts described in Section 4.2. When the employee discloses the account as required, the Code of Ethics staff will issue a 407 letter, or other communication to the entity where the employee’s account is held, requesting that confirmations and statements be sent to Putnam on the employee’s behalf. However, it is ultimately the employee’s responsibility to ensure that his or her broker has complied with this request. Employees in non-U.S. offices may be subject to different requirements with respect to the frequency of providing account confirmations and statements. Any such different requirements will be communicated to the employees by the Code of Ethics staff.

If it is discovered that these reports are not being delivered to Putnam, the Code of Ethics staff will bring this issue to the employee’s attention and request he or she assist in rectifying the issue. If it is determined that a broker has failed to comply with requests to deliver these reports, Putnam reserves the right to require the employee to close the account within 30 days by transferring the account to another dealer willing to comply with this requirement (any trades as a result of a transfer must be pre-cleared). In cases where Putnam has an electronic reporting relationship established with a firm, Putnam may rely on this electronic reporting for monitoring and record keeping in lieu of receiving trade confirmations and statements via mail.

4.4. Approved Brokers — U.S. Employees Only

U.S. employees of Putnam are required to hold each of their personal accounts (including any retirement, pension, deferred compensation, or similar accounts) at a Putnam-approved broker that provides Putnam with an electronic broker feed. The list of approved brokers is posted to the Putnam Compliance intranet homepage and the Code of Ethics PTA system. In limited circumstances, employees may be allowed to hold personal accounts at a non-Putnam-approved broker (examples include retirement accounts at current employers of Immediate Family members and accounts that cannot legally be transferred to Putnam-approved brokers). In such a case, the employee must notify the Code of Ethics Officer in writing and provide the reason why the account cannot be transferred to a Putnam-approved broker or why the employee otherwise requests an exception be granted by the Code of Ethics Officer or Deputy Code of Ethics Officer. In the event an exception is granted, the employee must arrange for trade confirmations and account statements (quarterly) to be sent to the Code of Ethics staff.

Section 5 — Additional Reporting, Certification, and Training Requirements

5.1. Initial/Annual Holdings Report — Access Persons Only

Access Persons must disclose and certify their securities holdings, including all holdings for Immediate Family member accounts, within 10 days of hire (or within 10 days of becoming an Access Person) and then on an annual basis thereafter (within 45 days after the end of the year). The report of securities holdings must include all securities that require pre-clearance under Section 1.1, as well as holdings in non-U.S. sovereign government debt, ETFs, ETNs, ETCs, options, futures, and other derivative securities, and holdings of Putnam open-end U.S. mutual funds not held through a Putnam account and U.S. registered mutual funds to which Putnam acts as advisor or sub-advisor (see Section 4). Each of the initial and annual holdings reports must contain the following information:

Initial holdings report:

·

The title, number of shares, and principal amount of each security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person,

·

The name of any broker, dealer, or bank with whom the Access Person maintained an account in which any securities could be held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

·

The date that the report is submitted by the Access Person.

Annual holdings report:

·

The title, number of shares, and principal amount of each security in which the Access Person had any direct or indirect beneficial ownership,

·

The name of any broker, dealer, or bank with whom the Access Person maintained an account in which any securities could be held for the direct or indirect benefit of the Access Person; and

·

The date that the report is submitted by the Access Person.

5.2. Quarterly Transaction Report — Access Persons Only

Access Persons must disclose and certify all of their personal securities transactions, including transactions for Immediate Family member accounts, within 20 calendar days following the end of each quarter. If the 20th of a month after the end of a quarter falls on a holiday or weekend, the Code of Ethics Officer may extend the deadline. In addition to the securities requiring pre-clearance under Section 1.1, Access Persons are also required to disclose and certify all personal transac- tions in non-U.S. sovereign government debt, as well as ETFs, ETNs, ETCs, options, futures, and other derivative securities, and not just those requiring pre-clearance. The quarterly transaction report must contain the following information:

·

The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares, and the principal amount of each transaction involved,

·

The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition),

·

The price of the security at which the transaction was effected,

·

The name of the broker, dealer, or bank with or through which the transaction was effected, and

·

The date that the report is submitted by the Access Person

5.3. Annual Certification — All Employees

Each calendar year, all employees will be required to certify that they have reviewed and understand the rules and requirements of the Code and that the list of brokerage accounts (for the employee and all Immediate Family members) disclosed in the Code of Ethics PTA system is accurate. An email notification will be sent informing employees of their requirement and the due date.

5.4. Training Requirements — All Employees

As deemed necessary by the Code of Ethics staff, employees will be required to complete training on Putnam’s Code of Ethics. Email notifications will be sent notifying employees of the requirements and the due date.

5.5. Maintenance and Distribution of the Code of Ethics

When revisions are made to the Code of Ethics, all employees will receive a revised version of the Code. The Code will be available to all employees on Putnam’s intranet site. Hard copies may be requested by contacting the Code of Ethics staff.

5.6. Procedures and Timeliness

Most certifications and reports required by the Code are completed in the Code of Ethics PTA system. There are strict deadlines for these filings. Planned absences, vacations, and business trips are not valid excuses for failing to meet a deadline. Employees will receive instructions regarding these submissions and the due dates. Please contact the Code of Ethics staff for assistance.

Section 6 — General Ethics Rules for All Employees

Putnam employees are expected to act ethically at all times in connection with their employment. In addition to complying with the specific provisions of this section, employees should contact the Code of Ethics staff or the Ombudsman if they are not sure how to proceed in any circumstances involving ethical issues or questions.

6.1. Conflicts of Interest

Your obligation to act ethically at all times includes the ethical handling of actual, apparent, and potential conflicts of interest between personal and business affairs. Please note that when this Section 6.1 refers to a “conflict of interest,” it is referring to actual, apparent, and potential conflicts of interest. Conflicts of interest may arise in various circumstances, some of which are covered in the specific situations set forth in the other portions of this Section 6. However, it is not possible to set forth each specific situation under which a conflict of interest may arise.

A conflict of interest arises when a person’s personal affairs interfere with the interests of Putnam or Putnam’s clients. A conflict of interest can also arise when an employee or a member of his or her Immediate Family takes an action or has an interest that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may arise when an employee or a member of his or her Immediate Family receives or grants improper personal benefits as a result of his or her position or in the event that an employee or a member of his or her Immediate Family enters into transactions or agreements with any entity or person with whom Putnam has a business or financial relationship. Putnam employees must recognize (including through their personal trading and conduct) that the firm’s clients always come first, that the employees and the firm must avoid any actual or potential abuse of our positions of trust and responsibility, and that the employees and the firm must never take inappropriate advantage of our positions.

Given that actual, apparent, and potential conflicts of interest may often not be clear-cut, if you have any question or doubt whatsoever, you should consult the Code of Ethics Officer or Deputy Code of Ethics Officer prior to engaging in the activity in question. Any employee who becomes aware of a conflict, potential conflict, or the appearance of a conflict is strongly encouraged to bring it to the attention of the Code of Ethics Officer or Deputy Code of Ethics Officer.

6.2. Outside Business Activities

No Putnam employee shall serve as employee, officer, director, trustee, or general partner of a corporation or entity other than Putnam, without prior written approval of the Code of Ethics Officer, who may also confirm that the employee’s manager has approved such outside position. Requests for a role at a publicly traded company are especially disfavored and are closely reviewed. Permission will be granted only in extenuating circumstances.

All employees must provide a written request seeking approval from the Code of Ethics Officer by entering the details of the proposed position in the Code of Ethics PTA system. Employees may not engage in any outside employment activity until they receive an email approving their request. Employees hired at Putnam with an outside position must disclose the position upon hire in the system and may be required to resign such position if the position presents conflicts of interest or other issues.

 

FINRA-licensed employees under PRM also have an obligation to disclose outside positions to, and receive approval from, the PRM Compliance Department. Employees must also keep this information accurate by updating their profile in the Code of Ethics system and updating the PRM Compliance Department if they change or terminate a position previously approved.

6.3. Charitable or Non-profit Roles/Role as Trustee or Fiduciary Outside Putnam Investments

6.3(a) An employee may serve as a volunteer, officer, director, or trustee of a charitable or not-for-profit institution, provided that the employee abides by the Code of Ethics with respect to any investment activity for which she has any discretion or input as a volunteer, officer, director, or trustee. The pre-clearance and reporting requirements of the Code of Ethics do not apply to the trading activities of such charitable or not-for-profit institutions for which an employee serves as a volunteer, officer, director, or trustee unless the employee has discretion for the account. You must contact the Code of Ethics staff if you are asked to serve in a role in which you may have discretion, investment, or financial authority for a charitable or not-for- profit institution to discuss whether such position is permissible and whether you must perform any additional actions prior to serving in such role.

6.3(b) Except as stated below, no Putnam employee shall serve as a trustee, an executor, a custodian, or any other fiduciary, or as an investment advisor or a counselor for any account outside Putnam. Putnam employees may serve as a fiduciary with respect to a religious or charitable trust or foundation, provided that the employee abides by the Code of Ethics with respect to any investment activity for which she has any discretion or input. The pre-clearance and reporting requirements of the Code of Ethics apply to the trading activities of such a religious or charitable trust or foundation if the employee has discretion for the account.

6.3(c) Family Trust or Estate Exception

Putnam employees may serve as a fiduciary with respect to a family trust or estate, as long as the employee abides by all of the Rules of the Code of Ethics with respect to any investment activity over which he has any discretion.

6.4. Service As a Public Official

An employee seeking to serve in an official capacity (elected or unelected, with or without compensation) for any government, government agency, or instrumentality must contact the Code of Ethics Officer prior to serving in such capacity. The Code of Ethics Officer shall review such prospective service to determine whether the service could create any potential conflicts of interest for Putnam (e.g., service of a government body that can select investment managers for a public pension plan) and to determine any appropriate steps to address conflicts.

6.5. Family Members’ Conflict Policy

No employee or member of an employee’s Immediate Family shall have any direct or indirect personal financial interests in companies that do business with Putnam, unless such interest is disclosed and approved by the Code of Ethics Officer.

6.5(a) Corporate Purchase of Goods and Services

Putnam will not acquire goods and services from any firm in which a member of an employee’s Immediate Family serves as a sales representative or in a senior management capacity, or has an ownership interest (excluding normal investment holdings in public companies), unless permission is obtained from the Chief Financial Officer and the Code of Ethics Officer. Any employee who is aware of a proposal to purchase goods and services from a firm with which a member of the employee’s Immediate Family has one of these associations must notify the Chief Financial Officer and the Code of Ethics Officer.

6.5(b) Portfolio Trading

Putnam will not allocate any client trades to any firm that employs a member of an employee’s Immediate Family as a sales representative to Putnam (in a primary, secondary, or backup role). Any Putnam employee who is aware that an Immediate Family member serves as a broker-dealer’s sales representative to Putnam should inform the Code of Ethics Officer.

6.5(c) Definition of Immediate Family (specific to this rule)

“Immediate Family” of an employee means (1) spouse, fiancé(e), or domestic partner of the employee, (2) any child, sibling, or parent of an employee and any person married to a child, sibling, or parent of an employee, and (3) any other person who lives in the same household as the employee

6.6. CFA Institute Code of Ethics and Standards of Professional Conduct

All members of the Investment Division and any other CFA institute Members or Candidates must follow and abide by the spirit of the Code of Ethics and the Standards of Professional Conduct of the CFA Institute as in effect from time to time (see the Appendix for a copy of the version in force as of the date of the Putnam Investments Code). The text of the CFA Institute Code of Ethics and Standards of Professional Conduct can be found on the Putnam Compliance Department intranet home page, which is accessible from the Putnam intranet home page. The terms of Putnam’s Code of Ethics shall govern in any case where there is a conflict between the terms of this Code and the CFA Institute Code of Ethics and Standards of Professional Conduct. Please contact the Code of Ethics Officer with any questions.

6.7. Business Ethics, Ombuds, and Hotlines

6.7(a) If a Putnam employee suspects that fraudulent, illegal, or other irregular activity (including violations of the Code of Ethics) might be occurring at Putnam, the activity should be reported immediately to Putnam’s Controller, Chief Compliance Officer, or Code of Ethics Officer through the Ombuds or hotlines described below or through Putnam’s Human Resources department

6.7(b) Putnam has established the office of the corporate ombuds as a resource to help employees address legal or ethical issues in the workplace and to allow employees to voice concerns or seek clarity on issues. The Ombuds provides a confidential, independent, and impartial source to employees to discuss potential violations of law or of company standards without fear of retribution, and serves as a neutral party with no vested interest in a particular outcome.

6.7(c)An employee who does not feel comfortable reporting activity in the manner described in 6.6(a) may instead contact any of the following on an anonymous basis:

·

The Putnam Ethics hotline at 1-888-475-4210,

·

The Putnam Funds Trustees’ hotline at 1-866-858-4155, or

·

Putnam’s Ombuds at 1-866-ombuds7 (866-662-8377).

 

6.7(d) Employees will not be retaliated against for reporting information in good faith and in accordance with this Code. Putnam will not terminate employment, demote, transfer to an undesirable assignment, or otherwise discriminate against or harass an employee for calling attention to suspected unethical or illegal acts. It is a violation of this Code to intimidate or impose any other form of retaliation on an employee who reports any actual or suspected illegal or unethical conduct. Putnam takes claims of retaliation very seriously and will promptly investigate allegations of retaliation, subjecting anyone found responsible for retaliating against an employee who reported unethical or

illegal conduct to disciplinary action up to and including termination of employment. However, an employee who knowingly makes a false report may be subject to discipline.

Section 7 — Material, Non-Public Information and Insider Trading

7.1. Material, Non-Public Information and Insider Trading

Antifraud provisions of the U.S. securities laws as well as the laws of other countries generally prohibit persons who possess material, non-public information from trading on or communicating that information to others. Putnam’s policies, including the Insider Trading Policy that is disclosed along with other compliance policies on the Chief Compliance Officer’s Intranet page, call for strict compliance with such laws. Unlawful trading while in possession of material, non-public information is a very serious matter and can be a crime punishable by imprisonment. There is also significant monetary liability for an inside trader, which can include liability to private plaintiffs and/or the Securities and Exchange Commission, which can seek a court order requiring a violator to pay back profits, as well as penalties substantially greater than those profits. In certain cases, controlling persons of inside traders, including supervisors of inside traders or Putnam itself, can be liable for penalties.

Employees found to have conducted this activity will be immediately referred to the Code of Ethics Oversight Committee or Putnam’s Chief Executive Officer to determine the appropriate sanction, up to and including termination.

While employees in the Investment Division are most likely to come into contact with material, non-public information, the rules (and sanctions) in this area apply to all Putnam employees (see Section 7.2 for information on what to do if you believe you may have material, non-public information).

7.2. Reporting and Restrictions

Any employee who believes he or she is (or may be) in possession of material, non-public information must immediately contact Putnam’s Chief Compliance Officer or an attorney in Putnam’s Legal Department, and provide details on the information received and the source. The employee must also take precautions to maintain the confidentiality of the infor- mation in question, and not share this information with anyone outside of Putnam’s Legal and Compliance Division. This provision does not, however, prevent any employee who suspects possible violations of law or regulation from providing such information to Putnam’s Controller, Chief Compliance Officer, or Code of Ethics Officer through the Ombudsman or hotlines or through Putnam’s Human Resources department as described in Section 6.6 or to any governmental agency or entity, or self-regulatory authority, including but not limited to the Securities and Exchange Commission or the Financial Industry Regulatory Authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation.

After reviewing the facts and circumstances, Putnam’s Chief Compliance Officer or Putnam’s Legal Department will make a determination as to whether possession of the information warrants restricting trading activity in the issuer’s securities for client accounts as well as personal securities transactions for employees or whether other steps are appropriate, such as the establishment of an information barrier or other trading restrictions.

7.3. Special Provisions Applicable to Putnam Affiliates

Any employee wishing to place a trade in the securities of Great-West Lifeco Inc., Power Financial Corporation, Power Corporation of Canada, or IGM Financial Inc. must contact the Code of Ethics Officer or the Deputy Code of Ethics Officer to request manual approval of the pre-clearance request. An employee requesting such approval must certify that he or she is not in possession of any material, non-public information regarding the company in which he or she is seeking to place a trade. The decision whether or not to grant the pre-clearance request is in the sole discretion of the

Code of Ethics Officer and the Deputy Code of Ethics Officer. The Code of Ethics Officer and Deputy Code of Ethics Officer will reject any such request for pre-clearance made by (i) directors of a Putnam-branded subsidiary of Putnam Investments, LLC; and (ii) persons who hold the office of chief executive officer, chief operating officer, chief financial officer, president, vice-president, secretary, assistant secretary, treasurer, or assistant treasurer of Putnam or its Putnam-branded subsidiaries, and any other person who performs functions similar to those normally performed by a person holding such office (as determined by the Legal and Compliance Department) during the period beginning five weeks before and ending two full trading days after the issue of a press release announcing quarterly or annual financial results of Great-West Lifeco Inc.

7.4. Putnam Equity Plan, TH Lee Funds, and Putnam Hedge Funds

Great-West Lifeco Inc. stock shares owned by Putnam Investments, LLC Equity Incentive Plan (or any successor plan) shareholders are administered by the Putnam HR department; therefore, holdings of such shares do not need to be reported under this Code. In addition, the exercise of rights under the Putnam Investment, LLC Equity Incentive Plan to acquire Great-West Lifeco Inc. stock and the sale of such stock during specified window periods does not need to be pre-cleared under this Code, and such transaction does not need to be reported on the quarterly transaction report for Access Persons. However, if an employee holds Great-West Lifeco Inc. stock shares outside of the Putnam Investments, LLC Equity Incentive Plan (for example, in a brokerage account), such brokerage account and the holding must be reported under this Code.

Investments in Putnam hedge funds and in certain TH Lee private funds by employees are administered by the Putnam HR department. Therefore, employees do not need to pre-clear or report such funds under this Code.

7.5. PIL Employees

For PIL employees, certain topics are covered by the Market Abuse rules of the U.K. Financial Conduct Authority. PIL employees receive information on this topic in their annual instructor-led code of ethics and compliance training.

Section 8 — Sanctions

The Code of Ethics Oversight Committee reviews violations of the Code by employees and approves sanctions that it believes fit the circumstances. These sanctions include written warnings, trading bans, suspension or termination of employment and disgorgement of profits (or payment of losses avoided) from impermissible trading. Sanctions will apply even if the exception results from inadvertence rather than intentional behaviors, although the Committee’s belief that an employee has violated the Code of Ethics intentionally may result in more severe sanctions. Sanctions for subsequent violations (based on a rolling three-year measurement period) may be more severe than for an employee’s initial violation. Sanctions are communicated to the employee and the employee’s manager. All violations concerning the use of material, non-public information, failure to report inside information, or insider trading will be presented to the Code of Ethics Oversight Committee to determine the appropriate sanction, up to and including termination. Severe criminal penalties may also be imposed.

Section 9 — Procedures for Determinations and Exemptions

No perceived ambiguity in the Code of Ethics shall excuse any violation. Any employee who has a question concerning the applicability of the Code or believes the Code to be ambiguous in a particular situation should request a determination from the Code of Ethics Officer in advance of the conduct. Employees may also request an exemption from the Code of Ethics if they do so in advance of the conduct or transaction sought to be exempted.

Any employee seeking a determination or exemption shall provide the Code of Ethics Officer with such information as the Code of Ethics Officer deems necessary to render the determination or make a decision on the exemption.

 

 

Appendix

[GRAPHIC OMITTED: CFA INSTITUTE LOGO]

CODE OF ETHICS AND STANDARDS OF PROFESSIONAL CONDUCT

PREAMBLE

The CFA Institute Code of Ethics and Standards of Professional Conduct are fundamental to the values of CFA Institute and essential to achieving its mission to lead the investment profession globally by promoting the highest standards of ethics, education, and professional excellence for the ultimate benefit of society. High ethical standards are critical to maintaining the public’s trust in financial markets and in the investment profession. Since their creation in the 1960s, the Code and Standards have promoted the integrity of CFA Institute members and served as a model for measuring the ethics of investment professionals globally, regardless of job function, cultural differences, or local laws and regulations. All CFA Institute members (including holders of the Chartered Financial Analyst® [CFA®] designation) and CFA candidates must abide by the Code and Standards and are encouraged to notify their employer of this responsibility. Violations may result in disciplinary sanctions by CFA Institute. Sanctions can include revocation of membership, revocation of candidacy in the CFA Program, and revocation of the right to use the CFA designation.

THE CODE OF ETHICS

Members of CFA Institute (including CFA charterholders) and candidates for the CFA designation (“Members and Candidates”) must:

• Act with integrity, competence, diligence, respect and in an ethical manner with the public, clients, prospective clients, employers, employees, colleagues in the investment profession, and other participants in the global capital markets.

• Place the integrity of the investment profession and the interests of clients above their own personal interests.

• Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities.

• Practice and encourage others to practice in a professional and ethical manner that will reflect credit on themselves and the profession.

• Promote the integrity and viability of the global capital markets for the ultimate benefit of society.

• Maintain and improve their professional competence and strive to maintain and improve the competence of other investment professionals.

STANDARDS OF PROFESSIONAL CONDUCT

I. PROFESSIONALISM

A. Knowledge of the Law. Members and Candidates must under-stand and comply with all applicable laws, rules, and regulations (including the CFA Institute Code of Ethics and Standards of Professional Conduct) of any government, regulatory organization, licensing agency, or professional association governing their professional activities. In the event of conflict, Members and Candidates must comply with the more strict law, rule, or regulation. Members and Candidates must not knowingly participate or assist in and must dissociate from any violation of such laws, rules, or regulations.

B. Independence and Objectivity. Members and Candidates must use reasonable care and judgment to achieve and maintain independence and objectivity in their professional activities. Members and Candidates must not offer, solicit, or accept any gift, benefit, compensation, or consideration that reasonably could be expected to compromise their own or another’s independence and objectivity.

C. Misrepresentation. Members and Candidates must not knowingly make any misrepresentations relating to investment analysis, recommendations, actions, or other professional activities.

D. Misconduct. Members and Candidates must not engage in any professional conduct involving dishonesty, fraud, or deceit or commit any act that reflects adversely on their professional reputation, integrity, or competence.

II. INTEGRITY OF CAPITAL MARKETS

A. Material Nonpublic Information. Members and Candidates who possess material nonpublic information that could affect the value of an investment must not act or cause others to act on the information.

B. Market Manipulation. Members and Candidates must not engage in practices that distort prices or artificially inflate trading volume with the intent to mislead market participants.

III. DUTIES TO CLIENTS

A. Loyalty, Prudence, and Care. Members and Candidates have a duty of loyalty to their clients and must act with reasonable care and exercise prudent judgment. Members and Candidates must act for the benefit of their clients and place their clients’ interests before their employer’s or their own interests.

B. Fair Dealing. Members and Candidates must deal fairly and objectively with all clients when providing investment analysis, making investment recommendations, taking investment action, or engaging in other professional activities.

C. Suitability.

1. When Members and Candidates are in an advisory relationship with a client, they must:

a. Make a reasonable inquiry into a client’s or prospective client’s investment experience, risk and return objectives, and financial constraints prior to making any investment recommendation or taking investment action and must reassess and update this information regularly.

b. Determine that an investment is suitable to the client’s financial situation and consistent with the client’s written objectives, mandates, and constraints before making an investment recommendation or taking investment action.

c. Judge the suitability of investments in the context of the client’s total portfolio.

2. When Members and Candidates are responsible for managing a portfolio to a specific mandate, strategy, or style, they must make only investment recommendations or take only investment actions that are consistent with the stated objectives and constraints of the portfolio.

D. Performance Presentation. When communicating investment performance information, Members and Candidates must make reasonable efforts to ensure that it is fair, accurate, and complete.

E. Preservation of Confidentiality. Members and Candidates must keep information about current, former, and prospective clients confidential unless:

1. The information concerns illegal activities on the part of the client or prospective client,

2. Disclosure is required by law, or

3. The client or prospective client permits disclosure of the information.

IV. DUTIES TO EMPLOYERS

A. Loyalty. In matters related to their employment, Members and Candidates must act for the benefit of their employer and not deprive their employer of the advantage of their skills and abilities, divulge confidential information, or otherwise cause harm to their employer.

B. Additional Compensation Arrangements. Members and Candidates must not accept gifts, benefits, compensation, or consideration that competes with or might reasonably be expected to create a conflict of interest with their employer’s interest unless they obtain written consent from all parties involved.

C. Responsibilities of Supervisors. Members and Candidates must make reasonable efforts to ensure that anyone subject to their supervision or authority complies with applicable laws, rules, regulations, and the Code and Standards.

V. INVESTMENT ANALYSIS, RECOMMENDATIONS, AND ACTIONS

A. Diligence and Reasonable Basis. Members and Candidates must:

1. Exercise diligence, independence, and thoroughness in analyzing investments, making investment recommendations, and taking investment actions.

2. Have a reasonable and adequate basis, supported by appropriate research and investigation, for any investment analysis, recommendation, or action.

B. Communication with Clients and Prospective Clients. Members and Candidates must:

1. Disclose to clients and prospective clients the basic format and general principles of the investment processes they use to analyze investments, select securities, and construct port-folios and must promptly disclose any changes that might materially affect those processes.

2. Disclose to clients and prospective clients significant limitations and risks associated with the investment process.

3. Use reasonable judgment in identifying which factors are important to their investment analyses, recommendations, or actions and include those factors in communications with clients and prospective clients.

4. Distinguish between fact and opinion in the presentation of investment analysis and recommendations.

C. Record Retention. Members and Candidates must develop and maintain appropriate records to support their investment analyses, recommendations, actions, and other investment-related communications with clients and prospective clients.

VI. CONFLICTS OF INTEREST

A. Disclosure of Conflicts. Members and Candidates must make full and fair disclosure of all matters that could reasonably be expected to impair their independence and objectivity or interfere with respective duties to their clients, prospective clients, and employer. Members and Candidates must ensure that such disclosures are prominent, are delivered in plain language, and communicate the relevant information effectively.

B. Priority of Transactions. Investment transactions for clients and employers must have priority over investment transactions in which a Member or Candidate is the beneficial owner.

C. Referral Fees. Members and Candidates must disclose to their employer, clients, and prospective clients, as appropriate, any compensation, consideration, or benefit received from or paid to others for the recommendation of products or services.

VII. RESPONSIBILITIES AS A CFA INSTITUTE MEMBER OR CFA CANDIDATE

A. Conduct as Participants in CFA Institute Programs. Members and Candidates must not engage in any conduct that compromises the reputation or integrity of CFA Institute or the CFA designation or the integrity, validity, or security of the CFA Institute programs.

B. Reference to CFA Institute, the CFA Designation, and the CFA Program. When referring to CFA Institute, CFA Institute membership, the CFA designation, or candidacy in the CFA Program, Members and Candidates must not misrepresent or exaggerate the meaning or implications of membership in CFA Institute, holding the CFA designation, or candidacy in the CFA program.

[GRAPHIC OMITTED: CFA INSTITUTE LOGO]

www.cfainstitute.org

Putnam Investments | 100 Federal Street | Boston, MA02110 | putnam.com	HR104 318763 10/19

 

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