Form 485BPOS PUTNAM MORTGAGE SECURITI
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
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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:
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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;
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(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.
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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.
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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
| Putnam Funds Amendment No. 7 Signature Page |
STATE STREET BANK AND TRUST COMPANY, as Agent and as a Bank
By: /s/ Janet B. Nolin
Name: Janet B. Nolin
Title: Vice President
| Putnam Funds Amendment No. 7 Signature Page |
[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
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Annex A
[See attached]
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 November 6, 2020, relating to the financial statements and financial highlights of Putnam Mortgage Securities 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
January 25, 2021
Consent of Independent Registered Public Accounting Firm
The Board of Trustees and Shareholders
Putnam Mortgage Securities Fund
We consent to the use of our report dated November 13, 2019, with respect to the financial statements of Putnam Mortgage Securities Fund, incorporated herein by reference.
/s/ KPMG LLP
Boston, Massachusetts
January 25, 2021
| AMENDMENT TO MASTER CUSTODIAN AGREEMENT |
This Amendment to Master Custodian Agreement (“Amendment”) is made as of June 25, 2020, by and between each management investment company party thereto (each, a “Fund” and collectively, the “Funds,” and each series of a Fund, a “Portfolio”) 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. A new section 6A is hereby added to the Agreement as follows:
SECTION 6A. FOREIGN EXCHANGE.
SECTION 6A.1. GENERALLY. Upon receipt of Proper Instructions, which for purposes of this section may also include standing instructions or security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions , which processing and settlement shall constitute part of the services provided by the Custodian under this Agreement. The actual execution of such foreign exchange transactions does not constitute part of the services provided by the Custodian under this Agreement.
SECTION 6A.2. FUND ELECTIONS. Each Fund or Portfolio (or its Investment Advisor acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies (“SSGM”), or with a sub-custodian. Where the Fund or Portfolio or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications, the Fund or Portfolio (or its Investment Advisor) instructs the Custodian, on behalf of the Fund or Portfolio, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in the preceding sentence), trust or fiduciary obligation to the Fund or Portfolio, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund or Portfolio (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction.
“Client Publications” means the general client publications of State Street Bank and Trust Company available from time to time to clients and their investment managers.
“Investment Advisor” means, in relation to a Fund or Portfolio, the investment manager or investment advisor of the Fund or Portfolio.
SECTION 6A.3. FUND ACKNOWLEDGEMENT. Each Fund or Portfolio acknowledges that in connection with all foreign exchange transactions entered into by the Fund or a Portfolio (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:
(i) shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or Portfolio or its Investment Advisor;
(ii) shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or Portfolio or its Investment Advisor; and
(iii) shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or Portfolio or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or Portfolio or the Investment Advisor or (ii) as established by the sub-custodian from time to time.
S ECTION 6A.4. TRANSACTIONS BY STATE STREET. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund or a Portfolio (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund or a Portfolio (or its Investment Advisor), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or a Portfolio or the Investment Advisor.
2. The first sentence of Section 16(a) of the Agreement is hereby deleted and replaced with the following:
This Agreement shall continue in full force and effect for an additional term (the “Additional Term”) commencing on the date hereof and ending December 31, 2021, and, after that, shall automatically renew for additional consecutive three (3) year terms, in each case unless either party gives one hundred eighty (180) days’ prior written notice to the other of its intent not to renew.
3. Section 21.9 of the Agreement is hereby modified to update the Funds’ and the Custodian’s contact information as follows:
| To any Fund: | c/o PUTNAM FIDUCIARY TRUST COMPANY, LLC | |
| 100 Federal Street | ||
| Boston, Massachusetts 02110 | ||
| Attention: [__________] | ||
| Telephone: [_________] | ||
| With a copy to: | Ropes & Gray LLP | |
| Prudential Tower | ||
| 800 Boylston Street | ||
| Boston, Massachusetts 02199 | ||
| Attention: [__________] | ||
| Telephone: [_________] | ||
Information Classification: Limited Access
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| To the Custodian: | STATE STREET BANK AND TRUST COMPANY | |
| Josiah Quincy Building | ||
| 200 Newport Ave, Quincy, MA 02171 | ||
| Attention: Stefanie B. Mansfield, Vice President | ||
| Telephone: 617-985-2438 | ||
4. Appendix A to the Agreement is hereby deleted in its entirety and replaced with the attached Appendix A.
5. Except as expressly amended by this Amendment, the provisions of the Agreement shall remain in full force and effect.
6. 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 Agreement 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.
| [Signature page follows.] |
Information Classification: Limited Access
3
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 | ||
| By: | ___/s/ Jonathan S. Horwitz_______________ | |
| Name: | Jonathan S. Horwitz | |
| Title: | Executive Vice President, Pricipal Executive Officer, | |
| and Compliance Liaison | ||
| STATE STREET BANK AND TRUST COMPANY | ||
| By: | ___/s/ Andrew Erickson__________________ | |
| Name: | Andrew Erickson | |
| Title: | Executive Vice President | |
Information Classification: Limited Access
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| APPENDIX A |
| TO |
| MASTER CUSTODIAN AGREEMENT |
| FUND/PORTFOLIO | Putnam | State |
| Fund # | 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 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 |
Information Classification: Limited Access
| 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 | 845 | 38RD |
| FUND | ||
| 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 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 2020 Fund | 49D | FFAH |
| Putnam RetirementReady Maturity Fund | 48P | FFAF |
| Putnam Retirement Advantage 2020 Fund | UU3 | 38A9 |
| Putnam Retirement Advantage 2025 Fund | UU4 | 38BL |
| Putnam Retirement Advantage 2030 Fund | UU5 | 38BN |
| Putnam Retirement Advantage 2035 Fund | UU6 | 38BP |
Information Classification: Limited Access
6
| 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 Maturity Fund | UV4 | 38BM |
| PUTNAM TAX EXEMPT INCOME FUND | 011 | 38Q3 |
| PUTNAM TAX-FREE INCOME TRUST | ||
| on behalf of: | ||
| 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 Risk Parity Ltd. | SN9 | 38PX |
Information Classification: Limited Access
| Putnam PanAgora Managed Futures Strategy | SM7 | 38PV |
| Putnam PanAgora Managed Futures Strategy Ltd. | SN8 | 38PY |
| Putnam PanAgora Market Neutral Fund | SL6 | 38PW |
Information Classification: Limited Access
8
| AMENDED & RESTATED INVESTOR SERVICING AGREEMENT — |
| OPEN-END FUNDS |
This AGREEMENT is made as of the 1st day of July, 2013, between each of the Putnam Funds listed in Appendix A hereto (as the same may from time to time be amended to add one or more additional Putnam Funds or to delete one or more of such Funds), each of such Funds acting severally on its own behalf and not jointly with any of such other Funds (each of such Funds being hereinafter referred to as the “Fund”), and Putnam Investment Management, LLC (the “Manager”), a Delaware limited liability company, and Putnam Investor Services, Inc. (the “Agent”), a Massachusetts corporation, and amends and restates the Amended and Restated Investor Servicing Agreement dated as of January 1, 2009 between each of the Funds, the Manager, and the Agent.
| W I T N E S S E T H: |
WHEREAS, the Fund is an investment company registered under the Investment Company Act of 1940;
WHEREAS, Putnam Fiduciary Trust Company has transferred, with the consent of the trustees of the Fund (the “Trustees”), its investor servicing business for the Fund to the Agent effective as of January 1, 2009;
WHEREAS, the Fund desires to engage the Manager and the Agent to provide all services required by the Fund in connection with the establishment, maintenance and recording of shareholder accounts, including without limitation all related tax and other reporting requirements, and the implementation of investment and redemption arrangements offered in connection with the sale of the Fund’s shares;
WHEREAS, the Agent, an affiliate of the Manager, is willing to provide such services and implement and administer such regulatory obligations on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the parties hereto agree as follows:
1. APPOINTMENT.
The Fund hereby appoints the Agent as its “Investor Servicing Agent” on the terms and conditions set forth herein. In such capacity, the Agent shall act as transfer, distribution disbursing and redemption agent for the Fund and shall act as agent for the shareholders of the Fund in connection with the various shareholder investment and/or redemption plans from time to time made available to shareholders. The Agent hereby accepts such appointment and agrees to perform the respective duties and functions of such offices in accordance with the terms of this agreement and in a manner generally consistent with the practices and standards customarily followed by other high quality investor servicing agents for registered investment companies.
Notwithstanding such appointment, however, the parties agree that the Manager may, upon thirty (30) days prior written notice to the Fund, assume such appointment and perform such duties and functions itself. Pending any such assumption, however, the Manager hereby guarantees the performance of the Agent hereunder and shall be fully responsible to the Fund, financially and otherwise, for the performance by the Agent of its agreements contained herein.
2. GENERAL AUTHORITY AND DUTIES.
By its acceptance of the foregoing appointment, the Agent shall be responsible for performing all functions and duties which, in the reasonable judgment of the Fund, are necessary or desirable in connection with the establishment, maintenance and recording of the Fund’s shareholder accounts and the conduct of its relations with shareholders with respect to their accounts. Without limiting the generality of the foregoing, the Agent shall be responsible:
(a) as transfer agent, for performing all functions customarily performed by transfer agents for registered investment companies, including without limitation all functions necessary or desirable to establish and maintain accounts evidencing the ownership of securities issued by the Fund and, to the extent applicable, the issuance of certificates representing such securities, the recording of all transactions pertaining to such accounts, and effecting the issuance and redemption of securities issued by the Fund;
(b) as distribution disbursing agent, for performing all functions customarily performed by distribution disbursing agents for registered investment companies, including without limitation all functions necessary or desirable to effect the payment to shareholders of distributions declared from time to time by the Trustees;
(c) as redemption agent for the Fund, for performing all functions necessary or desirable to effect the redemption of securities issued by the Fund and payment of the proceeds thereof; and
(d) as agent for shareholders of the Fund, performing all functions necessary or desirable to maintain all plans or arrangements from time to time made available to shareholders to facilitate the purchase or redemption of securities issued by the Fund.
In performing its duties hereunder, in addition to the provisions set forth herein, the Agent shall comply with the terms of the Declaration of Trust, the Bylaws and the current Prospectus and Statement of Additional Information of the Fund, and with the terms of votes adopted from time to time by the Trustees and shareholders of the Fund, relating to the subject matters of this Agreement, all as the same may be amended from time to time.
3. DELEGATION OF CERTAIN REGULATORY OBLIGATIONS
3.1 As of the date hereof and through the term of this Agreement, the Agent shall (i) perform the Fund’s obligations under the Fund’s Anti-Money Laundering Program, including a Customer Identification Program (“CIP”) (the “AML Program”) in compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
| 2 |
Terrorism Act of 2001 (the “USA PATRIOT Act”), and (ii) perform the Fund’s obligations under the Fund’s policies and procedures to comply with the sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Asset Control (“OFAC”), Rule 22c-2 promulgated under the Investment Company Act of 1940, as amended (“Rule 22c-2”), Regulation S-P adopted by the Securities and Exchange Commission (“SEC”) and various state privacy requirements (collectively, “Reg S-P”), and the Federal Trade Commission’s (and by November 20, 2013, the SEC’s) Identity Theft Red Flags Rule (“Identity Theft Red Flags”).
3.2. The Agent shall provide the Fund and its agents with reasonable access to all records related to the establishment and maintenance of accounts that have been retained in compliance with the Fund’s CIP and shall take such further action as may be reasonably requested by the Fund in order to facilitate compliance with the Fund’s CIP. The Agent shall provide adequate notice to customers of the Fund that the Fund is requesting information to verify their identities.
3.3 In connection with applicable anti-money laundering laws (including the reporting, recordkeeping and compliance requirements of the Bank Secrecy Act, as amended by the USA PATRIOT Act, their implementing regulations, and related SEC rules and regulations) and in connection with the Fund’s AML Program and CIP, the Fund and the Agent hereby agree and covenant that the Agent will permit federal examiners, regulators and personnel of the Fund to (i) obtain all information such federal examiners, regulators or personnel of the Fund consider necessary or appropriate relating to the Fund’s AML Program and CIP and (ii) inspect the Agent, including its facilities and records, with respect to the Fund AML Program and CIP.
3.4. The Agent shall provide the Fund and its agents with reasonable access to all records relating to its performance of the Fund’s OFAC, Rule 22c-2, Reg S-P, and Identity Theft Red Flags compliance programs, and will permit federal examiners, regulators, and personnel of the Fund to (i) obtain all information such federal examiners, regulators, or personnel of the Fund consider necessary or appropriate relating to such compliance programs and (ii) inspect the Agent, including its facilities and records, with respect to such compliance programs.
4. OTHER THIRD PARTY SERVICING ARRANGEMENTS
Servicing arrangements may currently exist or may in the future be established with various third parties (which may include entities affiliated with the Agent) who have agreed to provide services to shareholders or to retirement plans and their participants who invest in the Fund. The Agent, and not the Fund, shall be fully responsible for the payment of all amounts owing to such service providers and shall monitor the provision of such services to such shareholders or plans and participants, reporting to the Trustees at such times and in such manner as the Trustees may request from time to time.
5. STANDARD OF SERVICE; COMPLIANCE WITH LAWS.
The Agent will use its best efforts to provide high quality services to the Fund’s shareholders and in so doing will seek to take advantage of such innovations and technological improvements as may be appropriate or desirable with a view to improving the quality and,
| 3 |
where possible, reducing the cost of its services to the Fund. In performing its duties hereunder, the Agent shall comply with the provisions of all applicable laws and regulations and shall comply with the requirements of any governmental authority having jurisdiction over the Agent or the Fund with respect to the duties of the Agent hereunder.
6. COMPENSATION.
The Fund shall pay to the Agent, for its services rendered and its costs incurred in connection with the performance of its duties hereunder, such compensation and reimbursements as may from time to time be approved by vote of the Trustees.
7. DUTY OF CARE; INDEMNIFICATION.
The Agent will at all times act in good faith and exercise reasonable care in performing its duties hereunder. The Agent will not be liable or responsible for delays or errors resulting from circumstances beyond its control, including acts of civil or military authorities, national emergencies, labor difficulties, fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply.
The Agent may rely on certifications of the Clerk, the President, the Vice Chairman, the Executive Vice President, the Senior Vice President or the Treasurer of the Fund as to any action taken by the shareholders or Trustees, and upon instructions not inconsistent with this Agreement received from the President, Vice Chairman, the Executive Vice President, the Senior Vice President or the Treasurer of the Fund. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to the Agent by the Fund and, until receipt of such notice by it, the Agent shall be entitled to recognize and act in good faith upon certificates or other instruments bearing the signatures or facsimile signatures of such officers. The Agent may request advice of counsel for the Fund, at the expense of the Fund, with respect to the performance of its duties hereunder.
The Fund will indemnify and hold the Agent harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable fees and expenses of counsel) arising out of (i) any action taken by the Agent in good faith consistent with the exercise of reasonable care in accordance with such certifications, instructions or advice, (ii) any action taken by the Agent in good faith consistent with the exercise of reasonable care in reliance upon any instrument or certificate for securities believed by it (a) to be genuine, and (b) to be executed by any person or persons authorized to execute the same; provided, however, that the Agent shall not be so indemnified in the event of its failure to obtain a proper signature guarantee to the extent the same is required by the Declaration of Trust, Bylaws, current Prospectus or Statement of Additional Information of the Fund or a vote of the Trustees, and such requirement has not been waived by vote of the Trustees, or (iii) any other action taken by the Agent in good faith consistent with the exercise of reasonable care in connection with the performance of its duties hereunder.
In the event that the Agent proposes to assert the right to be indemnified under this
| 4 |
Section 7 in connection with any action, suit or proceeding against it, the Agent shall promptly after receipt of notice of commencement of such action, suit or proceeding notify the Fund of the same, enclosing a copy of all papers served. In such event, the Fund shall be entitled to participate in such action, suit or proceeding, and, to the extent that it shall wish, to assume the defense thereof, and after notice from the Fund to the Agent of its election so to assume the defense thereof the Fund shall not be liable to the Agent for any legal or other expenses. The parties shall cooperate with each other in the defense of any such action, suit or proceeding. In no event shall the Fund be liable for any settlement of any action or claim effected without its consent.
8. MAINTENANCE OF RECORDS.
The Agent will maintain and preserve all records relating to its duties under this Agreement in compliance with the requirements of applicable statutes, rules and regulations, including, without limitation, Rule 31a-1 under the Investment Company Act of 1940. Such records shall be the property of the Fund and shall at all times be available for inspection and use by the officers and agents of the Fund. The Agent shall furnish to the Fund such information pertaining to the shareholder accounts of the Fund and the performance of its duties hereunder as the Fund may from time to time request. The Agent shall notify the Fund promptly of any request or demand by any third party to inspect the records of the Fund maintained by it and will act upon the instructions of the Fund in permitting or refusing such inspection.
9. FUND ACCOUNTS.
All moneys of the Fund from time to time made available for the payment of distributions to shareholders or redemptions of shares, or otherwise coming into the possession or control of the Agent or its officers, shall be deposited and held in one or more accounts maintained by the Agent solely for the benefit of the Funds.
10. INSURANCE.
The Agent will at all times maintain in effect insurance coverage, including, without limitation, Errors and Omissions, Fidelity Bond and Electronic Data Processing coverages, at levels of coverage consistent with those customarily maintained by other high quality investor servicing agents for registered investment companies and with such policies as the Trustees may from time to time adopt.
11. EMPLOYEES.
The Agent shall be responsible for the employment, control and conduct of its agents and employees and for injury to such agents or employees or to others caused by such agents or employees. The Agent shall assume full responsibility for its agents and employees under applicable statutes and agrees to pay all applicable employer taxes thereunder with respect to such agents and employees, and such agents and employees shall in no event be considered to be agents or employees of the Fund.
| 5 |
12. TERMINATION.
This Agreement shall continue indefinitely until terminated by not less than ninety (90) days prior written notice given by the Fund to the Agent, or by not less than six months prior written notice given by the Agent to the Fund.
In the event that in connection with any such termination a successor to any of the Agent’s duties or responsibilities hereunder is designated by the Fund by written notice to the Agent, the Agent will cooperate fully in the transfer of such duties and responsibilities, including provision for assistance by the Agent’s personnel in the establishment of books, records and other data by such successor. The Fund will reimburse the Agent for all expenses incurred by the Agent in connection with such transfer.
13. MISCELLANEOUS.
This Agreement shall be construed and enforced in accordance with and governed by the laws of The Commonwealth of Massachusetts.
The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions of this Agreement or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
A copy of the Declaration of Trust (including any amendments thereto) of the Fund 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 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 the Fund.
| 6 |
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date and year first above written.
| THE PUTNAM FUNDS, listed on Appendix A |
| By | /s/ Jonathan S. Horwitz | ||
| Name: | Jonathan S. Horwitz | ||
| Title: | Executive Vice President, Principal | ||
| Executive Officer and Compliance Liaison | |||
| PUTNAM INVESTOR SERVICES, INC. |
| By | /s/ Steven D. Krichmar | ||
| Name: | Steven D. Krichmar | ||
| Title: | President | ||
| PUTNAM INVESTMENT MANAGEMENT, LLC |
| By | /s/ James P. Pappas | ||
| Name: | James P. Pappas | ||
| Title: | Director of Trustee Relations and | ||
| Authorized Person | |||
| 7 |
| APPENDIX A |
| PUTNAM FUNDS |
As amended as of November 22, 2019
| Putnam Asset Allocation Funds | |
| -Putnam Dynamic Asset Allocation Balanced Fund | |
| -Putnam Dynamic Asset Allocation Conservative Fund | |
| -Putnam Dynamic Asset Allocation Growth Fund | |
| Putnam Convertible Securities Fund | |
| Putnam Diversified Income Trust | |
| Putnam Equity Income Fund | |
| Putnam Funds Trust | |
| -Putnam Capital Spectrum Fund | |
| -Putnam Dynamic Asset Allocation Equity Fund | |
| -Putnam Dynamic Risk Allocation Fund | |
| -Putnam Emerging Markets Equity Fund | |
| -Putnam Equity Spectrum 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 Mortgage Securities Fund | |
| -Putnam Multi-Asset Absolute Return Fund | |
| -Putnam Multi-Cap Core Fund | |
| -Putnam Short Duration Bond Fund | |
| -Putnam Short Term Investment Fund | |
| -Putnam Short-Term Municipal Income Fund | |
| -Putnam Small Cap Growth Fund | |
| -Putnam Ultra Short Duration Income Fund | |
| George Putnam Balanced Fund | |
| Putnam Global Equity Fund | |
| Putnam Global Health Care Fund | |
| Putnam Global Income Trust | |
| Putnam High Yield Fund | |
| Putnam Income Fund | |
| Putnam International Equity Fund | |
| 8 |
| Putnam Investment Funds | |
| -Putnam Government Money Market Fund | |
| -Putnam Growth Opportunities Fund | |
| -Putnam International Capital Opportunities Fund | |
| -Putnam International Growth Fund | |
| -Putnam PanAgora Managed Futures Strategy | |
| -Putnam PanAgora Market Neutral Fund | |
| -Putnam PanAgora Risk Parity Fund | |
| -Putnam Research Fund | |
| -Putnam Small Cap Value Fund | |
| -Putnam Sustainable Future Fund | |
| Putnam Master Intermediate Income Trust | |
| Putnam Money Market Fund | |
| Putnam Premier Income Trust | |
| Putnam Target Date Funds | |
| -Putnam Retirement Advantage Maturity 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 Retirement Advantage 2020 Fund | |
| -Putnam RetirementReady Maturity 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 RetirementReady 2020 Fund | |
| Putnam Sustainable Leaders Fund | |
| Putnam Variable Trust | |
| -Putnam VT Diversified Income 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 | |
| 9 |
| -Putnam VT Income Fund | |
| -Putnam VT International Equity Fund | |
| -Putnam VT International Growth 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 Future Fund | |
| -Putnam VT Sustainable Leaders Fund |
| THE PUTNAM FUNDS |
| By | /s/ Jonathan S. Horwitz | ||
| Name: | Jonathan S. Horwitz | ||
| Title: | Executive Vice President, Principal | ||
| Executive Officer and Compliance Liaison | |||
| PUTNAM INVESTOR SERVICES, INC. |
| By | /s/ Michael J. Woodall | ||
| Name: | Michael J. Woodall | ||
| Title: | President | ||
| PUTNAM INVESTMENT MANAGEMENT, LLC |
| By | /s/ Robert T. Burns | ||
| Name: | Robert T. Burns | ||
| Title: | Secretary | ||
| 10 |
| 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 April 3, 2020 (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”);
WHERAS, the SEC has issued an exemptive order applicable to, among others, registered open-end management investment companies other than money market funds dated March 23, 2020 (the “Temporary Order”) permitting, among other things, the Funds to deviate from certain terms and conditions of the Order;
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 and the Temporary 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 and the Temporary 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.
| 1 |
“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.
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“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. Notwithstanding the forgoing, pursuant to the Temporary Order, a Loan may be made for any term, provided that (i) the term of any Loan made in reliance on the Temporary Order does not extend beyond the expiration of the temporary relief provided in the Temporary Order, (ii) the Board of Trustees of a Trust, including a majority of the Trustees who are not interested persons of the Trust, reasonably determines that the maximum term for any Loan to be made in reliance on the Temporary Order is appropriate, and (iii) the Loan will remain callable and subject to early repayment on the terms described in the Order. 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
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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;
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(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, except to the extent that any deviations from the applicable disclosure in the Prospectus or Statement of Additional Information are consistent with the Temporary Order,
(B) is in accordance with the requirements of the Order (except to the extent the Temporary Order permits deviations therefrom) and the Temporary 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, except to the extent that any deviations from the applicable disclosure in the Statement of Additional Information are consistent with the Temporary Order; 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, except to the extent that any deviations from the applicable disclosure in the Prospectus and Statement of Additional Information are consistent with the Temporary Order;
(ii) is in accordance with the requirements of the Order (except to the extent the Temporary Order permits deviations therefrom) and the Temporary 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, except to the extent that any deviations from the applicable disclosure in the Statement of Additional Information are consistent with the Temporary Order.
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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.
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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
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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), except to the extent that any longer maturity is consistent with the Temporary Order.
(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);
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(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, except to the extent that any violation of applicable investment policies and limitations or provisions in its most recent Prospectus or Statement of Additional Information is consistent with the Temporary Order;
(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) notwithstanding any violation that is consistent with the Temporary Order, 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.
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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) notwithstanding any non-compliance that is consistent with the Temporary Order, 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.
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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;
provided, however, that, notwithstanding Section 5.2.2(b), pursuant to the Temporary Order, the Lender’s aggregate Loans to all Borrowers may constitute up to 25% of the Lender’s net assets at the time of any Loan, subject to the conditions of the Temporary Order.
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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) Subject to the exceptions noted in Section 4 with respect to the provisions of the Temporary Order, 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
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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.
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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.
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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/ Robert T. Burns__________________ | |
| Name: | Robert T. Burns | |
| Title: | Secretary | |
| SCHEDULE A – Borrowing Funds |
As amended as of April 3, 2020
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 Equity Income Fund | |
| Putnam Funds Trust | |
| -Putnam Capital Spectrum Fund | |
| -Putnam Dynamic Asset Allocation Equity Fund | |
| -Putnam Dynamic Risk Allocation Fund (effective 9/9/11) | |
| -Putnam Emerging Markets Equity Fund | |
| -Putnam Equity Spectrum 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 Global 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 International Growth Fund | |
| -Putnam PanAgora Managed Futures Strategy (effective 6/23/17) | |
| -Putnam PanAgora Market Neutral Fund (effective 6/23/17) | |
| -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 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 Retirement Advantage 2020 Fund (effective 11/22/19) | |
| -Putnam RetirementReady Maturity Fund | |
| -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 RetirementReady 2020 Fund | |
| Putnam Tax Exempt Income Fund | |
| Putnam Tax-Free Income Trust | |
| -Putnam AMT-Free Municipal Fund | |
| -Putnam Tax-Free High Yield Fund | |
| Putnam Variable Trust | |
| -Putnam VT Diversified Income 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 Growth Opportunities Fund | |
| -Putnam VT High Yield Fund | |
| -Putnam VT Income Fund | |
| -Putnam VT International Equity Fund | |
| -Putnam VT International Growth Fund | |
| -Putnam VT International Value Fund | |
| -Putnam VT 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/ Robert T. Burns_________________________ | |
| Name: | Robert T. Burns | |
| Title: | Secretary | |
| SCHEDULE B – Lending Funds |
As amended as of April 3, 2020
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 Equity Income Fund | |
| Putnam Funds Trust | |
| -Putnam Capital Spectrum Fund | |
| -Putnam Dynamic Asset Allocation Equity Fund | |
| -Putnam Dynamic Risk Allocation Fund (effective 9/9/11) | |
| -Putnam Emerging Markets Equity Fund | |
| -Putnam Equity Spectrum 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 Global 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 International Growth Fund | |
| -Putnam PanAgora Managed Futures Strategy (effective 6/23/17) | |
| -Putnam PanAgora Market Neutral Fund (effective 6/23/17) | |
| -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 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 Retirement Advantage 2020 Fund (effective 11/22/19) | |
| -Putnam RetirementReady Maturity Fund | |
| -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 RetirementReady 2020 Fund | |
| Putnam Variable Trust | |
| -Putnam VT Diversified Income 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 Growth 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/ Robert T. Burns______________________ | |
| Name: | Robert T. Burns | |
| Title: | Secretary | |
| SCHEDULE C |
| AMENDED AND RESTATED COLLATERAL SECURITY AGREEMENT |
This Amended and Restated Collateral Security Agreement (this “Agreement”) is made this 3rd day of April, 2020, 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 April 3, 2020 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 (the “SEC”) dated April 10, 2002 (the “Order”) exempting such Borrowers and Lenders and Putnam Investment Management, LLC from certain provisions of the Investment Company Act of 1940, as amended; (ii) the exemptive order from the SEC applicable to, among others, registered open-end management investment companies other than money market funds dated March 23, 2020 permitting, among other things, the Borrowers and Lenders to deviate from certain terms and conditions of the Order; and (iii) 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 Lenders 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 Lenders 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 | ||
| EXECUTION VERSION |
| AMENDMENT NO. 5 TO CREDIT AGREEMENT |
AMENDMENT NO. 5 (this “Amendment”), dated as of October 18, 2019, to the Credit Agreement, dated as of September 24, 2015, among each trust listed on Schedule A hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent, as amended, supplemented or otherwise modified by Joinder Agreement No. 1, dated as of August 29, 2016, 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, and Amendment No. 4, dated as of September 19, 2019 (as the same has been or may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
| Recitals |
I. Each term that is defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by the Credit Agreement when used herein.
II. The Borrowers desire to amend the Credit Agreement and the Banks have agreed thereto, in each case upon the terms and conditions herein contained.
| Agreements |
Accordingly, in consideration of the Recitals and the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Section 1.01 of the Credit Agreement is hereby amended by inserting the following new defined terms in the appropriate alphabetical order:
“Applicable Margin” means 1.25%.
“Screen Rate” has the meaning set forth in the defined term “Overnight LIBOR Rate”.
2. The defined term “Applicable Rate” contained in Section 1.01 of the Credit Agreement is hereby amended by replacing the percentage “1.25%” contained therein with the phrase “the Applicable Margin”.
3. The defined term “Overnight LIBOR Rate” contained in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Overnight LIBOR Rate” means, as of any day, the higher of (a) 0.00%, and (b) the rate appearing on the Reuters “LIBOR01” screen displaying interest rates for dollar deposits in the London interbank market (or on any successor or substitute page on such screen) at approximately 11:00 a.m., London time, as the
rate for dollar deposits in the London interbank market with a maturity of one LIBOR Business Day, provided that in the event such rate does not appear on such screen (or on any successor or substitute page on such screen or otherwise on such screen), the “Overnight LIBOR Rate” shall be determined by reference to such other comparable publicly available service for displaying interest rates applicable to dollar deposits in the London interbank market as may be selected by the Agent (the foregoing under this clause (b), the “Screen Rate”), provided further that in the event such day is not a LIBOR Business Day, then Overnight LIBOR Rate shall be such rate as in effect on the immediately preceding LIBOR Business Day.
4. The defined term “Termination Date” contained in Section 1.01 of the Credit Agreement is hereby amended by replacing the date “October 18, 2019” with the date “October 16, 2020”.
5. Section 8.04 of the Credit Agreement is hereby amended by (i) deleting the phrase “or has a direct or indirect parent company that becomes the subject of a Bail-in Action,” contained in paragraph (a), and (ii) deleting the phrase “or its corporate parent” contained in clause (v) of paragraph (b).
6. Article VIII of the Credit Agreement is hereby amended by inserting a new Section 8.05 at the end thereof as follows:
SECTION 8.05 Alternate Rate of Interest. (a) In the event that the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers absent manifest error) that adequate and reasonable means do not exist for ascertaining the Overnight LIBOR Rate, the Agent shall promptly notify the Borrowers and the Banks (by telephone or otherwise, to be promptly confirmed in writing) of such determination. If the Agent shall give such notice, the Applicable Rate shall be determined without giving effect to clause (b) thereof until such time, if any, as such notice shall have been withdrawn by the Agent (by notice to the Borrowers and the Banks) promptly upon the Agent having determined that adequate and reasonable means do exist for determining the Overnight LIBOR Rate.
(b) If at any time the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that (i) the circumstances under Section 8.05(a) have arisen and such circumstances are unlikely to be temporary, (ii) the circumstances set forth in clause (i) of this Section 8.05(b) have not arisen but the supervisor for the administrator of the Screen Rate or an Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, or (iii) the Overnight LIBOR Rate is no longer a widely recognized benchmark rate for newly originated Dollar loans in the United States loan market, then the Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the Overnight LIBOR Rate that gives due consideration to the then prevailing market convention for determining
| 2 |
rates of interest for Dollar loans in the United States at such time, and shall enter into a mutually acceptable amendment to this Agreement to reflect such alternate rates of interest and such other related changes to this Agreement as may be applicable (but, for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if any such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.05, such amendment shall become effective without any further action or consent of any other party to this Agreement (other than the Borrower, whose prior written consent for such amendment shall be required) so long as the Agent shall not have received, within five (5) Domestic Business Days of the date any notice of such alternate rates of interest is provided to the Banks, a written notice from Required Banks stating that such Banks object to such amendment (it being understood that, if Required Banks object to any such amendment, the Agent and the Borrowers shall be permitted to continue to establish alternate rates of interest and provide one or more additional notices hereunder until an amendment pursuant to this Section 8.05(b) has become effective).
7. Article IX of the Credit Agreement is hereby amended by inserting a new Section 9.17 at the end thereof as follows:
SECTION 9.17. Certain ERISA Matters. (a) Each Bank (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Agent and not, for the avoidance of doubt, to or for the benefit of any Borrower, that at least one of the following is and will be true:
(i) such Bank is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Bank’s entrance into, participation in, administration of and performance of the Loans, the Commitments or this Agreement,
(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84 14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Bank’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,
(iii) (A) such Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-
| 3 |
14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Bank to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, administration of and performance of the Loans the Commitments and this Agreement satisfies the requirements of subsections (b) through (g) of Part I of PTE 8414 and (D) to the best knowledge of such Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Bank’s entrance into, administration of and performance of the Loans, the Commitments and this Agreement, or
(iv) such other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion, and such Bank.
(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Bank or (2) a Bank has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Bank further (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Agent and not, for the avoidance of doubt, to or for the benefit of any Borrower, that the Agent is not a fiduciary with respect to the assets of such Borrower involved in such Borrower’s entrance into, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Agent under this Agreement, any Loan Document or any documents related hereto or thereto).
(c) For purposes of this Section 9.17, the following terms have the following meanings:
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the United States Bankruptcy Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the United States Bankruptcy Code) the assets of any such “employee benefit plan” or “plan”.
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
8. Schedule 1 to the Credit Agreement is hereby amended and restated in the form of Schedule 1 hereto.
9. Paragraphs 1 through 8 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”):
| 4 |
(a) the Agent shall have received from each Borrower and each Bank either (i) a counterpart of this Amendment executed on behalf of the such party or (ii) written evidence satisfactory to the Agent (which may include facsimile or electronic mail transmission (in printable format) of a signed signature page of this Amendment) that the each such party has executed a counterpart of this Amendment;
(b) the Agent shall have received from each 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 September 19, 2019 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification;
(c) 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
(d) the Agent shall have received (i) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and disbursements of counsel to the Agent) incurred in connection with the preparation, negotiation, execution and delivery of this Amendment on or prior to the Amendment Effective Date, and (ii) an upfront fee in the amount of $127,000.
10. 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).
11. 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.
| 5 |
12. 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.
13. 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] |
| 6 |
IN WITNESS WHEREOF, each party hereto has caused this Amendment No. 5 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 A HERETO | ||||
| By: | /s/ Jonathan S. Horwitz | |||
| Name: | Jonathan S. Horwitz | |||
| Title: | Executive Vice President | |||
| Putnam Funds Amendment No. 5 Signature Page |
| STATE STREET BANK AND TRUST | ||
| COMPANY, as Agent and as a Bank | ||
| By: | /s/ Janet Nolin______________ | |
| Name: | Janet Nolin | |
| Title: | Vice President | |
| Putnam Funds Amendment No. 5 Signature Page |
| SCHEDULE 1 |
| Addresses for Notices, Applicable Lending Offices, Commitment Amounts and Commitment |
| Percentages |
BORROWERS :
Address for Notices:
Putnam Investments
100 Federal Street
Boston, MA 02110
Attn: Robert T. Burns
Vice President and Chief Legal Officer
Tel: (617) 760-7043
| COMMITMENT | COMMITMENT | |
| AMOUNT | PERCENTAGE | |
| BANKS: | $317,500,000 | 100.0% |
| STATE STREET BANK AND TRUST |
| COMPANY |
| Domestic Lending Office, LIBOR Lending |
| Office and Office for Notices to the Agent for |
| Borrowings and Payments: |
| State Street Bank and Trust Company |
| State Street Financial Center |
| Loan Servicing Unit – SFC0203 |
| One Lincoln Street |
| Boston, MA 02111 |
| Attn: Christopher Hickey |
| Tel: (617) 662-8577 |
| Fax: (617) 988-6677 |
| Email: [email protected] |
| Alternate Contact: |
| Attn: Peter Connolly |
| Tel: (617) 662-8588 |
| Fax: (617) 988-6677 |
| Email: [email protected] |
| Office for all Other Notices: |
| State Street Bank and Trust Company |
| State Street Financial Center |
| Fund Finance – SFC0310 |
| One Lincoln Street |
| Boston, MA 02211 |
| Attn: Janet Nolin, Vice President |
| Tel: (617) 662-8629 |
| Schedule A |
| List of Trusts and Funds |
| Trust | Fund |
| Putnam Dynamic Asset Allocation Balanced | |
| Fund | |
| Putnam Asset Allocation Funds | Putnam Dynamic Asset Allocation |
| Conservative Fund | |
| Putnam Dynamic Asset Allocation Growth | |
| Fund | |
| Putnam California Tax Exempt Income Fund | Putnam California Tax Exempt Income Fund |
| Putnam Convertible Securities Fund | Putnam Convertible Securities Fund |
| Putnam Diversified Income Trust | Putnam Diversified Income Trust |
| Putnam Equity Income Fund | Putnam Equity Income Fund |
| Putnam Short Duration Bond Fund | |
| Putnam Fixed Income Absolute Return Fund | |
| Putnam Multi-Asset Absolute Return Fund | |
| Putnam Dynamic Asset Allocation Equity | |
| Fund | |
| Putnam Capital Spectrum Fund | |
| Putnam Dynamic Risk Allocation Fund | |
| Putnam Emerging Markets Equity Fund | |
| Putnam Equity Spectrum Fund | |
| Putnam Floating Rate Income Fund | |
| Putnam Funds Trust | Putnam Focused Equity Fund |
| Putnam Global Technology Fund | |
| Putnam Intermediate-Term Municipal Income | |
| Fund | |
| Putnam International Value Fund | |
| Putnam Mortgage Opportunities Fund | |
| Putnam Multi-Cap Core Fund | |
| Putnam Ultra Short Duration Income Fund | |
| Putnam Short-Term Municipal Income Fund | |
| Putnam Small Cap Growth Fund | |
| Putnam Global Equity Fund | Putnam Global Equity Fund |
| Putnam Global Health Care Fund | Putnam Global Health Care Fund |
| Putnam Global Income Trust | Putnam Global Income Trust |
| Putnam High Yield Fund | Putnam High Yield Fund |
| Putnam Income Fund | Putnam Income Fund |
| Putnam International Equity Fund | Putnam International Equity Fund |
| Putnam Government Money Market Fund | |
| Putnam Growth Opportunities Fund | |
| Putnam Investment Funds | Putnam International Capital Opportunities |
| Fund | |
| Putnam International Growth Fund | |
| Putnam Sustainable Future Fund |
| Trust | Fund |
| Putnam PanAgora Managed Futures Strategy | |
| Putnam PanAgora Market Neutral Fund | |
| Putnam PanAgora Risk Parity Fund | |
| Putnam Research Fund | |
| Putnam Small Cap Value Fund | |
| Putnam Massachusetts Tax Exempt Income | Putnam Massachusetts Tax Exempt Income |
| Fund | Fund |
| Putnam Minnesota Tax Exempt Income Fund | Putnam Minnesota Tax Exempt Income Fund |
| Putnam Money Market Fund | Putnam Money Market Fund |
| Putnam Sustainable Leaders Fund | Putnam Sustainable Leaders Fund |
| Putnam New Jersey Tax Exempt Income Fund | Putnam New Jersey Tax Exempt Income Fund |
| Putnam New York Tax Exempt Income Fund | Putnam New York Tax Exempt Income Fund |
| Putnam Ohio Tax Exempt Income Fund | Putnam Ohio Tax Exempt Income Fund |
| Putnam Pennsylvania Tax Exempt Income | Putnam Pennsylvania Tax Exempt Income |
| Fund | Fund |
| Putnam Tax Exempt Income Fund | Putnam Tax Exempt Income Fund |
| Putnam Tax-Free Income Trust | Putnam AMT-Free Municipal Fund |
| Putnam Tax-Free High Yield Fund | |
| Putnam Mortgage Securities Fund | Putnam Mortgage Securities Fund |
| Putnam VT Multi-Asset Absolute Return Fund | |
| Putnam VT Mortgage Securities Fund | |
| Putnam VT Small Cap Growth Fund | |
| Putnam VT Diversified Income Fund | |
| Putnam VT Equity Income Fund | |
| Putnam VT Global Asset Allocation Fund | |
| Putnam VT Global Equity Fund | |
| Putnam VT Global Health Care Fund | |
| Putnam VT Growth Opportunities Fund | |
| Putnam VT High Yield Fund | |
| Putnam Variable Trust | Putnam VT Income Fund |
| Putnam VT International Equity Fund | |
| Putnam VT International Growth Fund | |
| Putnam VT International Value Fund | |
| Putnam VT Multi-Cap Core Fund | |
| Putnam VT Government Money Market Fund | |
| Putnam VT Sustainable Leaders Fund | |
| Putnam VT Sustainable Future Fund | |
| Putnam VT Research Fund | |
| Putnam VT Small Cap Value Fund | |
| Putnam VT George Putnam Balanced Fund | |
| George Putnam Balanced Fund | George Putnam Balanced Fund |
EXECUTION VERSION
AMENDMENT NO. 6 TO CREDIT AGREEMENT AND CONSENT NO. 3
AMENDMENT NO. 6 and Consent No. 3 (this “Amendment”), dated as of August 27, 2020, to the Credit Agreement, dated as of September 24, 2015, among each trust listed on Schedule 2 hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent, as amended, supplemented or otherwise modified by Joinder Agreement No. 1, dated as of August 29, 2016, Letter Agreement, dated as of August 29, 2016, Amendment No. 1, dated as of September 22, 2016, Notice Letter, dated October 5, 2016, Notice Letter, dated February 22, 2017, Notice Letter, dated April 19, 2017, Amendment No. 2, dated as of September 21, 2017, Amendment No. 3, dated as of September 20, 2018, Consent No. 1, dated as of November 30, 2018, Notice Letter, dated May 31, 2019, Consent No. 2, dated as of June 24, 2019, Amendment No. 4, dated as of September 19, 2019, and Amendment No. 5, dated as of October 18, 2019 (as the same has been or may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Recitals
I. Each term that is defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by the Credit Agreement when used herein.
II. Prior to the date hereof, the Borrowers notified the Agent that (i) effective May 18, 2020 Putnam International Growth Fund merged into Putnam Emerging Markets Equity Fund and upon the effectiveness of such merger Putnam International Growth Fund ceased to exist as a Fund, (ii) effective April 30, 2020 Putnam VT International Growth Fund changed its name to Putnam VT Emerging Markets Equity Fund and in connection therewith the fund adopted a non fundamental policy that under normal circumstances it will invest at least 80% of its net asset in equity securities of emerging market companies, (iii) effective August 24, 2020 each of Putnam Capital Spectrum Fund and Putnam Equity Spectrum Fund merged into Putnam Focused Equity Fund, and upon the effectiveness of such mergers each of Putnam Capital Spectrum Fund and Putnam Equity Spectrum Fund ceased to exist, and (iv) pending shareholder approval, effective August 28, 2020, Putnam AMT-Free Municipal Fund will change its name to Putnam Strategic Intermediate Municipal Fund and will (x) eliminate the Fundamental Policy that requires such Fund to exclude securities that are subject to the federal alternative minimum tax from the definition of tax-exempt investments used for purposes of such Fund’s policy to invest at least 80% of such Fund’s net assets in tax-exempt investments (the “Current 80% Policy”) and (y) amend the Current 80% Policy to make clear that the Fund will include investments paying interest subject to the federal alternative minimum tax for purposes of complying with the Current 80% Policy (the “PSIMF Repositioning”). Putnam International Growth Fund, Putnam Capital Spectrum Fund and Putnam Equity Spectrum Fund are collectively referred to herein as the “Departing Funds”.
III. The Borrowers desire to add each Person listed on Annex A hereto (each a “New Fund”) as a “Fund” for all purposes of the Loan Documents (the Related Company of each New Fund, acting on behalf of and for the account of such New Fund, a “New Borrower”; the Borrowers and the New Borrowers are herein collectively referred to as the “Amendment Borrowers”).
IV. As a result of the PSIMF Repositioning, an Event of Default could occur under Section 6.01(n) of the Credit Agreement absent the consents and other agreements set forth below.
V. The Borrowers desire to amend the Credit Agreement and the Agent and the Required Banks have agreed thereto, in each case upon the terms and conditions herein contained.
VI. The Borrowers have requested a consent under the Credit Agreement with respect to the PSIMF Repositioning upon the terms and conditions herein contained, and the Agent and the Required Banks have agreed thereto upon the terms and conditions herein contained.
Agreements
Accordingly, in consideration of the Recitals and the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Notwithstanding anything to the contrary contained in Section 6.01(n) of the Credit Agreement, subject to receipt of shareholder approval for the PSIMF Repositioning, the Agent and the Banks hereby consent to the PSIMF Repositioning, as described in the proxy statement, dated May 26, 2020 (the “Proxy”), provided that no more than five (5) Domestic Business Days (or such longer period as the Agent may in its sole discretion agree) after the PSIMF Repositioning shall have become effective in the manner described in the Proxy, the Agent shall have received evidence satisfactory to the Agent that the shareholders have approved the PSIMF Repositioning and the PSIMF Repositioning has become effective in the manner described in the Proxy.
2. It is hereby agreed and understood by each Amendment Borrower, the Agent, and the Banks that upon receipt by the Agent of all principal, interest, fees or other amount owing under the Loan Documents (whether or not then due) by each Amendment Borrower comprised of a Departing Fund, each Departing Fund shall be removed as a “Fund” for all purposes under the terms of the Loan Documents.
3. Schedule 2 to the Credit Agreement is hereby amended and restated in the form of Schedule 2 hereto.
4. The New Borrowers hereby join the Credit Agreement and, from and after the date hereof, each New Borrower is and shall be subject to and bound by, and shall be entitled to all of the benefits of, the Credit Agreement and the other Loan Documents, all as if such New Borrower had been a “Borrower” (or any other relevant term used to describe the other Amendment Borrowers thereunder) party to the original execution and delivery thereof; and all references in the Loan Documents to a “Borrower” or the “Borrowers” (or any other relevant term used to describe the other Amendment Borrowers thereunder) shall hereafter be deemed to include such New Borrower.
2
5. Paragraphs 1 through 4 of this Amendment shall not be effective until the earliest date upon which each of the following conditions shall be satisfied (the “Amendment Effective Date”):
(a) the Agent shall have received from each Amendment Borrower and Required Banks either (i) a counterpart of this Amendment executed on behalf of the such party or (ii) written evidence satisfactory to the Agent (which may include facsimile or electronic mail transmission (in printable format) of a signed signature page of this Amendment) that each such party has executed a counterpart of this Amendment;
(b) the Agent shall have received from each Amendment Borrower a manually signed certificate from the Clerk, Secretary or Assistant Secretary (or other officer acceptable to the Agent) of such Borrower, dated the Amendment Effective Date, in all respects satisfactory to the Agent, (i) certifying as to the incumbency of authorized persons of each Amendment Borrower executing this Amendment, (ii) attaching true, complete and correct copies of the resolutions duly adopted by such Amendment Borrower’s Managing Body approving this Amendment and the transactions contemplated hereby, all of which are in full force and effect on the Amendment Effective Date, (iii)(X) with respect to each Amendment Borrower other than a New Borrower, certifying that such Borrower’s Charter Documents have not been amended, supplemented or otherwise modified since September 19, 2019 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification and (Y) with respect to each New Borrower, attaching (1) a true complete and correct copy of all its Charter Documents (or certifying that each such Charter Document has previously been delivered), and (2) attaching a copy of all of the Offering Documents, as of the Amendment Effective Date, of each New Borrower and such other material as accurately and completely sets forth all Investment Policies and Restrictions of such New Borrower not reflected in the Offering Documents;
(c) the Agent shall have received a copy of a Federal Reserve Form FR U-1 for each Bank, duly executed and delivered by each Amendment Borrower, in form and substance acceptable to the Agent;
(d) on and as of the Amendment Effective Date, there shall be no principal, interest, fees or other amount owing (whether or not then due) by the Borrowers comprised of the Departing Funds under the Loan Documents;
(e) the Agent shall have received such information as the Agent, at the request of any Bank, shall have requested in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations and related policies; and
(f) the Agent shall have received (i) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and disbursements of counsel to the Agent) incurred in connection with the preparation, negotiation,
3
execution and delivery of this Amendment on or prior to the Amendment Effective Date.
6. Each Borrower (a) reaffirms and admits the validity and enforceability of each Loan Document to which it is a party and all of its obligations thereunder and agrees and admits that (i) it has no defense to any such obligation, and (ii) it shall not exercise any setoff or offset to any such obligation, and (b)(1) represents and warrants that, as of the Amendment Effective Date, no Default has occurred and is continuing, and (2) the representations and warranties by such Borrower contained in the Credit Agreement and the other Loan Documents to which it is or is becoming a party are true on and as of the Amendment Effective Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).
7. In all other respects, the Loan Documents shall remain in full force and effect, and no amendment, supplement or other modification in respect of any term or condition of any Loan Document shall be deemed to be an amendment, supplement or other modification in respect of any other term or condition contained in any Loan Document.
8. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute a single contract. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart executed and delivered (including by facsimile, or by e‑mail transmission of a signed signature page of this Amendment) by the party to be charged.
9. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
[the remainder of this page has been intentionally left blank]
4
IN WITNESS WHEREOF, each party hereto has caused this Amendment No. 6 to be executed on its behalf by its duly authorized representative(s) as of the date first above written.
EACH TRUST LISTED AS A COMPANY ON SCHEDULE 2 HERETO
By: /s/ Jonathan Horwitz _____
Name: Jonathan Horwitz
Title: Executive Vice President, Principal Executive Officer, and Compliance Liaison
Putnam Funds Amendment No. 6 Signature Page
STATE STREET BANK AND TRUST COMPANY, as Agent and as a Bank
By: /s/ Janet Nolin
Name: Janet Nolin
Title: Vice President
Putnam Funds Amendment No. 6 Signature Page
Annex A
1. Putnam Income Strategies Portfolio, a series of Putnam Asset Allocation Funds
Schedule 2
List of Companies, Funds and Fiscal Year End Date
|
Company |
Fund |
Fiscal Year End Date |
|
Putnam Asset Allocation Funds |
Putnam Dynamic Asset Allocation Balanced Fund |
September 30 |
|
Putnam Dynamic Asset Allocation Conservative Fund |
September 30 | |
|
Putnam Dynamic Asset Allocation Growth Fund |
September 30 | |
|
Putnam Income Strategies Portfolio |
August 31 | |
|
Putnam California Tax Exempt Income Fund |
Putnam California Tax Exempt Income Fund |
September 30 |
|
Putnam Convertible Securities Fund |
Putnam Convertible Securities Fund |
October 31 |
|
Putnam Diversified Income Trust |
Putnam Diversified Income Trust |
September 30 |
|
Putnam Equity Income Fund |
Putnam Equity Income Fund |
November 30 |
|
Putnam Funds Trust |
Putnam Short Duration Bond Fund |
October 31 |
|
Putnam Fixed Income Absolute Return Fund |
October 31 | |
|
Putnam Multi-Asset Absolute Return Fund |
October 31 | |
|
Putnam Dynamic Asset Allocation Equity Fund |
May 31 | |
|
Putnam Dynamic Risk Allocation Fund |
May 31 | |
|
Putnam Emerging Markets Equity Fund |
August 31 | |
|
Putnam Floating Rate Income Fund |
February 28 | |
|
Putnam Focused Equity Fund |
August 31 | |
|
Putnam Global Technology Fund |
August 31 | |
|
Putnam Intermediate-Term Municipal Income Fund |
November 30 | |
|
Putnam International Value Fund |
June 30 | |
|
Putnam Mortgage Opportunities Fund |
May 31 | |
|
Putnam Multi-Cap Core Fund |
April 30 | |
|
Putnam Ultra Short Duration Income Fund |
July 31 | |
|
Putnam Short-Term Municipal Income Fund |
November 30 | |
|
Putnam Small Cap Growth Fund |
June 30 | |
|
Putnam Global Equity Fund |
Putnam Global Equity Fund |
October 31 |
|
Putnam Global Health Care Fund |
Putnam Global Health Care Fund |
August 31 |
|
Putnam Global Income Trust |
Putnam Global Income Trust |
October 31 |
|
Putnam High Yield Fund |
Putnam High Yield Fund |
November 30 |
|
Putnam Income Fund |
Putnam Income Fund |
October 31 |
|
Putnam International Equity Fund |
Putnam International Equity Fund |
June 30 |
|
Putnam Investment Funds |
Putnam Government Money Market Fund |
September 30 |
|
Putnam Growth Opportunities Fund |
July 31 | |
|
Putnam International Capital Opportunities Fund |
August 31 | |
|
Putnam Sustainable Future Fund |
April 30 | |
|
Putnam PanAgora Managed Futures Strategy |
August 31 | |
|
Putnam PanAgora Market Neutral Fund |
August 31 | |
|
Putnam PanAgora Risk Parity Fund |
August 31 | |
|
Putnam Research Fund |
July 31 | |
|
Putnam Small Cap Value Fund |
February 28 | |
|
Putnam Massachusetts Tax Exempt Income Fund |
Putnam Massachusetts Tax Exempt Income Fund |
May 31 |
|
Putnam Minnesota Tax Exempt Income Fund |
Putnam Minnesota Tax Exempt Income Fund |
May 31 |
|
Putnam Money Market Fund |
Putnam Money Market Fund |
September 30 |
|
Putnam Sustainable Leaders Fund |
Putnam Sustainable Leaders Fund |
June 30 |
|
Putnam New Jersey Tax Exempt Income Fund |
Putnam New Jersey Tax Exempt Income Fund |
May 31 |
|
Putnam New York Tax Exempt Income Fund |
Putnam New York Tax Exempt Income Fund |
November 30 |
|
Putnam Ohio Tax Exempt Income Fund |
Putnam Ohio Tax Exempt Income Fund |
May 31 |
|
Putnam Pennsylvania Tax Exempt Income Fund |
Putnam Pennsylvania Tax Exempt Income Fund |
May 31 |
|
Putnam Tax Exempt Income Fund |
Putnam Tax Exempt Income Fund |
September 30 |
|
Putnam Tax-Free Income Trust |
Putnam Strategic Intermediate Municipal Fund; f/k/a Putnam AMT-Free Municipal Fund |
July 31 |
|
Putnam Tax-Free High Yield Fund |
July 31 | |
|
Putnam Mortgage Securities Fund |
Putnam Mortgage Securities Fund |
September 30 |
|
Putnam Variable Trust |
Putnam VT Multi-Asset Absolute Return Fund |
December 31 |
|
Putnam VT Mortgage Securities Fund |
December 31 | |
|
Putnam VT Small Cap Growth Fund |
December 31 | |
|
Putnam VT Diversified Income Fund |
December 31 | |
|
Putnam VT Equity Income Fund |
December 31 | |
|
Putnam VT Global Asset Allocation Fund |
December 31 | |
|
Putnam VT Global Equity Fund |
December 31 | |
|
Putnam VT Global Health Care Fund |
December 31 | |
|
Putnam VT Growth Opportunities Fund |
December 31 | |
|
Putnam VT High Yield Fund |
December 31 | |
|
Putnam VT Income Fund |
December 31 | |
|
Putnam VT International Equity Fund |
December 31 | |
|
Putnam VT Emerging Markets Equity Fund |
December 31 | |
|
Putnam VT International Value Fund |
December 31 | |
|
Putnam VT Multi-Cap Core Fund |
December 31 | |
|
Putnam VT Government Money Market Fund |
December 31 | |
|
Putnam VT Sustainable Leaders Fund |
December 31 | |
|
Putnam VT Sustainable Future Fund |
December 31 | |
|
Putnam VT Research Fund |
December 31 | |
|
Putnam VT Small Cap Value Fund |
December 31 | |
|
Putnam VT George Putnam Balanced Fund |
December 31 | |
|
George Putnam Balanced Fund |
George Putnam Balanced Fund |
July 31 |
| October 18, 2019 |
| Each of the Borrowers listed | |
| on Appendix I hereto | |
| 100 Federal Street | |
| Boston, MA 02110 | |
| Attention: | Jonathan S. Horwitz, |
| Executive Vice President, Principal Executive Officer | |
| Treasurer and Compliance Liaison | |
| RE: Sixth Amendment to Putnam Funds Amended and Restated Uncommitted Line of Credit |
Ladies and Gentlemen:
Pursuant to an amended and restated letter agreement dated as of September 24, 2015 (as amended from time to time, the “Loan Agreement”) among State Street Bank and Trust Company (the “Bank”) and each of the management investment companies registered under the Investment Company Act listed on Appendix I attached thereto (each, a “Borrower”), the Bank has made available to each of the Borrowers, for itself or on behalf of designated fund series thereof, a $235,500,000 uncommitted, unsecured line of credit (the “Uncommitted Line”). The obligations of the Borrowers arising under the Uncommitted Line are evidenced by an amended and restated promissory note in the original principal amount of $235,500,000, dated September 24, 2015, executed by each of the Borrowers, for itself or on behalf of such designated fund series thereof, in favor of the Bank (as amended, the “Note”). Any capitalized term not otherwise defined herein shall have the same meaning as set forth in the Loan Agreement.
The Borrowers have requested, and the Bank has agreed, to make certain changes to the Loan Documents in connection therewith as set forth below. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:
I. Amendments to Loan Documents
Subject to the terms and conditions hereof, the Loan Documents are hereby amended as follows:
1. Section I(1) of the Loan Agreement is hereby amended by deleting the first sentence in its entirety and substituting the following therefor: “The Uncommitted Line shall expire on October 16, 2020 (the “Expiration Date”), unless extended by mutual agreement of the Bank and the Borrowers or, with respect to any Fund, terminated by a Borrower on behalf of such Fund as provided herein.”
October 18, 2019
Page 2
2. Section I(3) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
3. Evidence of Indebtedness.
(a) The Loans made by the Bank to the each Borrower shall be evidenced by one or more loan accounts or records maintained by the Bank in the ordinary course of business. Each Borrower, on behalf of its respective Funds, irrevocably authorizes the Bank to make or cause to be made, at or about the date of each Loan to the Borrowers or at the time of receipt of any payment of principal of each such Loan, an appropriate notation on its loan accounts or records, including computer records, reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth in any such loan accounts or records, including any computer records, maintained by the Bank with respect to the Loans made by it shall, absent manifest error, constitute prima facie evidence of the principal amount thereof owing and unpaid to the Bank, but the failure to record, or any error in so recording, any such amount on any such loan account or record shall not limit or otherwise affect the obligation of such Borrower, on behalf of each of its respective Funds, hereunder or under the other Loan Documents to make payments of principal of and interest on the Loans when due.
(b) Each Borrower hereby agrees that, upon request of the Bank, each Borrower shall promptly execute and deliver to the Bank, a promissory note (as amended, supplemented or otherwise modified, the “Note”) substantially in the form of Exhibit A attached hereto, payable to the Bank in an amount equal to the Uncommitted Line Amount or, if less, the aggregate unpaid principal amount of the Bank’s Loans, plus interest thereon as provided below, which shall evidence the Bank’s Loans in addition to such records.
3. Section I(5)(b) of the Loan Agreement is hereby amended by deleting the words “Channel Center – CCB0900, One Iron Street, Boston, Massachusetts 02210” in the first sentence of such Section and substituting in place thereof the words: “One Lincoln Street, Boston, Massachusetts 02111.
4. Section II(5)(a) of the Loan Agreement is hereby amended and restated in its entirety to read as follows: “(a) Except as provided in paragraph (b) below, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows: (i) if to any Borrower or Fund, to it at 100 Federal Street, Boston, MA 02110, Attention of: Robert T. Burns, Vice President and Chief Legal Officer, Telephone No.: (617) 760-7043 and (ii) if to the Bank, to Janet B. Nolin, Vice President, or Fund Finance Group at M/S SFC0310, State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
Information Classification: Limited Access
October 18, 2019
Page 3
be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).”
5. Exhibit A to the Loan Agreement is hereby amended by deleting the words “Channel Center – CCB0900, One Iron Street, Boston Massachusetts 02210” in the first paragraph thereof and substituting in place thereof the words: “One Lincoln Street, Boston, Massachusetts 02111”.
6. Exhibit B attached to the Loan Agreement is hereby deleted in its entirety and the Exhibit B attached hereto is substituted therefor.
II. Closing Fee
As a condition precedent to the effectiveness of this letter agreement, the Borrowers shall pay to the Bank a non-refundable fee of $94,200 for closing the renewal of the Uncommitted Line, which fee shall be non-refundable and deemed fully earned by the Bank upon the date of this letter agreement.
III. Miscellaneous
1. Other than as expressly amended hereby, all terms and conditions of the Loan Agreement and all related documents are ratified and affirmed as of the date hereof in order to give effect to the terms thereof except that, in recognition of the Bank now evidencing the Loans by one or more loan accounts or records maintained by the Bank in the ordinary course of business in accordance with Section I(3)(a) of the Loan Agreement, after the effectiveness of this letter amendment, the Bank shall return to the Borrowers, if requested, the Note in its possession as of the effective date of this letter amendment, marked “Cancelled”. The cancellation of the original Existing Note shall not be deemed to evidence the repayment or satisfaction of any existing Loans or related Obligations, all of which shall thereafter be evidenced by one or more loan accounts or records maintained by the Bank as so described in Section I(3)(a) of the Loan Agreement.
2. Each of the Borrowers, for itself and on behalf of its respective Funds, represents and warrants to the Bank as follows: (a) no Default or Event of Default has occurred and is continuing on the date hereof under the Loan Documents; (b) each of the representations and warranties contained in the Loan Agreement is true and correct in all respects with respect to such Borrower, for itself and its respective Funds, on and as of the date of this letter amendment except to the extent such representation and warranty is made as of an earlier date; (c) the execution, delivery and performance of this letter amendment and the Loan Documents, as amended hereby (collectively, the “Amended Loan Documents”): (i) are, and will be, within such Borrower's power and authority, (ii) have been authorized by all necessary proceedings, (iii) do not, and will not, require any consent or approval from any governmental authority or any other party other than those which have been received, (iv) will not contravene any provision of,
Information Classification: Limited Access
October 18, 2019
Page 4
or exceed any limitation contained in, the declaration of trust, by-laws or other organizational documents or Prospectus of such Borrower or any law, rule or regulation applicable to such Borrower, and (v) do not constitute a default under any other agreement, order or undertaking binding on such Borrower; and (d) each of the Amended Loan Documents constitutes the legal, valid, binding and enforceable obligation of such Borrower, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and by general equitable principles.
3. Upon receipt of a fully executed copy of this letter amendment and such other documents or instruments as the Bank may reasonably request, this letter amendment shall be deemed to be an instrument under seal and an amendment to the Loan Agreement to be governed by the laws of The Commonwealth of Massachusetts.
4. A copy of the Agreement and Declaration of Trust of each Borrower, as amended or restated from time to time, is on file with the Secretary of The Commonwealth of Massachusetts. Notice is hereby given, and it is expressly agreed, that the obligations of any such Borrower under this letter amendment, the Loan Agreement as amended by this letter amendment, and the other Loan Documents as amended by this letter amendment, shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of such Borrower personally, but bind only the trust property of such Borrower. Furthermore, notice is given that the assets and liabilities of each Fund are separate and distinct and that the obligations of or arising out of the Loan Agreement as amended by this letter amendment and the other Loan Documents as amended by this letter amendment with respect to each Fund are several and not joint. In the case of each Borrower, the execution and delivery of this letter amendment on its behalf has been authorized by its trustees, and this letter amendment has been executed and delivered by an authorized officer, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery shall be deemed to have been made by any of them individually, but shall bind only the trust property of such Borrower.
| [Remainder of Page Intentionally Left Blank] |
Information Classification: Limited Access
This letter amendment may be executed in counterparts each of which shall be deemed to be an original document.
| Very truly yours, | |
| STATE STREET BANK AND | |
| TRUST COMPANY, as Bank | |
| By: __/s/Janet B. Nolin________________ | |
| Janet B. Nolin | |
| Vice President |
| Acknowledged and Accepted: |
| PUTNAM ASSET ALLOCATION FUNDS, on behalf of |
| its fund series as listed in Appendix I attached hereto |
| PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND |
| PUTNAM CONVERTIBLE SECURITIES FUND |
| PUTNAM DIVERSIFIED INCOME TRUST |
| PUTNAM EQUITY INCOME FUND |
| PUTNAM FUNDS TRUST, on behalf of |
| its fund series as listed in Appendix I attached hereto |
| PUTNAM GLOBAL EQUITY FUND |
| PUTNAM GLOBAL HEALTH CARE FUND |
| PUTNAM GLOBAL INCOME TRUST |
| PUTNAM HIGH YIELD FUND |
| PUTNAM INCOME FUND |
| PUTNAM INTERNATIONAL EQUITY FUND |
| PUTNAM INVESTMENT FUNDS, on behalf of |
| its fund series as listed in Appendix I attached hereto |
| 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 |
| 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, on behalf of |
| its fund series as listed in Appendix I attached hereto |
| PUTNAM VARIABLE TRUST, on behalf of | |
| its fund series as listed in Appendix I attached hereto | |
| GEORGE PUTNAM BALANCED FUND | |
| By: | /s/ Jonathan Horwitz_______________________ |
| Jonathan Horwitz | |
| Executive Vice President, of each of the foregoing | |
Information Classification: Limited Access
| APPENDIX I |
| List of Borrowers and Funds |
| PUTNAM ASSET ALLOCATION FUNDS |
| on behalf of: |
| Putnam Dynamic Asset Allocation Balanced Fund |
| Putnam Dynamic Asset Allocation Conservative Fund |
| Putnam Dynamic Asset Allocation Growth Fund |
| PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND |
| PUTNAM CONVERTIBLE SECURITIES FUND |
| PUTNAM DIVERSIFIED INCOME TRUST |
| PUTNAM EQUITY INCOME FUND |
| PUTNAM FUNDS TRUST |
| on behalf of: |
| Putnam Short Duration Bond Fund |
| Putnam Fixed Income Absolute Return Fund |
| Putnam Multi-Asset Absolute Return Fund |
| Putnam Dynamic Asset Allocation Equity Fund |
| Putnam Capital Spectrum Fund |
| Putnam Dynamic Risk Allocation Fund |
| Putnam Emerging Markets Equity Fund |
| Putnam Equity Spectrum 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-Cap Core Fund |
| Putnam Ultra Short Duration Income Fund |
| Putnam Short-Term Municipal Income Fund |
| Putnam Small Cap Growth Fund |
| PUTNAM GLOBAL 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 |
| on behalf of: |
| Putnam Government Money Market Fund |
| Putnam Growth Opportunities Fund |
| Putnam International Capital Opportunities Fund |
Information Classification: Limited Access
| Putnam International Growth Fund |
| Putnam Sustainable Future Fund |
| Putnam PanAgora Managed Futures Strategy |
| Putnam PanAgora Market Neutral Fund |
| Putnam PanAgora Risk Parity Fund |
| Putnam Research Fund |
| Putnam Small Cap Value Fund |
| PUTNAM MASSACHUSETTS TAX EXEMPT INCOME |
| FUND |
| PUTNAM MINNESOTA TAX EXEMPT INCOME FUND |
| PUTNAM MONEY MARKET FUND |
| PUTNAM SUSTAINABLE LEADERS FUND |
| PUTNAM NEW JERSEY TAX EXEMPT INCOME FUND |
| PUTNAM NEW YORK TAX EXEMPT INCOME FUND |
| PUTNAM OHIO TAX EXEMPT INCOME FUND |
| PUTNAM PENNSYLVANIA TAX EXEMPT INCOME |
| FUND |
| PUTNAM TAX EXEMPT INCOME FUND |
| PUTNAM TAX-FREE INCOME TRUST |
| on behalf of: |
| Putnam AMT-Free Municipal Fund |
| Putnam Tax-Free High Yield Fund |
| PUTNAM MORTGAGE SECURITIES FUND |
| PUTNAM VARIABLE TRUST |
| on behalf of: |
| Putnam VT Multi-Asset Absolute Return Fund |
| Putnam VT Mortgage Securities Fund |
| Putnam VT Small Cap Growth Fund |
| Putnam VT Diversified Income Fund |
| Putnam VT Equity Income Fund |
| Putnam VT Global Asset Allocation Fund |
| Putnam VT Global Equity Fund |
| Putnam VT Global Health Care Fund |
| Putnam VT 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 Growth Fund |
| Putnam VT International Value Fund |
| Putnam VT Multi-Cap Core Fund |
| Putnam VT Sustainable Leaders Fund |
Information Classification: Limited Access
| Putnam VT Sustainable Future Fund |
| Putnam VT Research Fund |
| Putnam VT Small Cap Value Fund |
| Putnam VT George Putnam Balanced Fund |
| GEORGE PUTNAM BALANCED FUND |
Information Classification: Limited Access
| EXHIBIT B |
| ADVANCE/PAYDOWN |
| REQUEST FORM |
| (UNCOMMITTED LINE) |
| DATE: | |
| TO: | STATE STREET BANK AND TRUST COMPANY |
| ATTN: | LOAN SERVICING UNIT |
| telephone 617-662-8577 or 617-662-8588; fax 617-988-6677 | |
| email [email protected] | |
| FROM: | [BORROWER][ on behalf of [FUND]] | |
| (Fund # ___________) | (DDA # ____________) | |
In connection with the letter agreement dated September 24, 2015 and related documents currently in effect with State Street Bank and Trust Company (as amended, collectively, the “Agreement”), please increase/reduce (circle one) the outstanding balance on behalf of the above-indicated Fund by $__________. Any requested Loan should be recorded on the books of the Fund with the Bank and interest payable to the Bank should be recorded at the agreed upon rate.
1. This request is (check one): ___ Loan Advance ____ Paydown ____ Overnight Rollover ___
2. The proceeds of any requested Loan shall be used only to the extent consistent with and not prohibited by the Prospectus, the terms of the Agreement and applicable laws and regulations, including, without limitation, Federal Reserve Regulation U, and no Default of Event of Default has occurred under the Agreement.
4. All of the representations and warranties of the undersigned Borrower and Fund set forth in Section II(2) of the Agreement are true and correct on and as of the date hereof.
5. Each of the Borrower and the Fund is in compliance with all the terms and conditions in the Agreement (including the Maximum Amount and other borrowing limitations thereunder) and will remain in compliance therewith after giving effect to the making of any requested Loan.
6. The following amounts and statements are true in connection with any requested Loan:
| (a) | Adjusted Net Assets of the Fund: | |
| (i) Total Assets of the Fund | $_____________ | |
| (ii) Total Liabilities (excluding Indebtedness | ||
| for borrowed money) of the Fund1 | $_____________ | |
| (iii) the value of such Fund’s investments in any direct | ||
_____________________
1 For purposes of calculating Adjusted Net Assets for any Fund, the amount of any liability included in Total Liabilities shall be equal to the greater of (i) the outstanding amount of such liability and (ii) the fair market value of all assets pledged, hypothecated or otherwise segregated to secure such liability.
Information Classification: Limited Access
| or indirect Subsidiaries (and including in any event, | ||
| without duplication, the value of any such direct or | ||
| indirect Subsidiaries) | $_____________ | |
| (iv) asset value of such Fund constituting physical commodities | $_____________ | |
| (v) item (a)(i) less item (a)(ii), (iii), and (iv) | $_____________ | |
| (b) | Applicable Percentage2 of item (a)(v) | $_____________ |
| (c) | (i) Beginning Loan Balance: | $_____________ |
| (ii) Paydown Amount (if any): | $_____________ | |
| (iii) Requested Loan (if any) | $_____________ | |
| (iv) Requested Loans Balance | ||
| ((i) minus (ii) or (i) plus (iii)): | $_____________ | |
| (d) The aggregate outstanding principal amount of | ||
| Indebtedness for borrowed money of the Fund other | ||
| than the Loans as of the date hereof (including any | ||
| loans under the separate Syndicated Facility and including | ||
| any Interfund Loans) | $_____________ | |
| (e) Total Indebtedness for borrowed money ((c)(iv) plus (d)): | $_____________ | |
7. The amount set forth in 6(e) above does not exceed the lesser of (a) the amount set forth in 6(b) above, or (b) the maximum amount which the relevant Fund is permitted to borrow (after taking into account all outstanding Indebtedness) pursuant to its Prospectus, the Investment Company Act or any registration made thereunder, any vote of the shareholders of the applicable Borrower or such Fund, any agreement of such Borrower or Fund with any foreign, federal, state or local securities division to which such Borrower or Fund is subject, any other applicable agreement or document to which such Borrower or Fund, is a party or any law, rule or regulation applicable to such Borrower or Fund.
8. The amount set forth in 6(c)(iv) above does not exceed the Per Fund Limit Amount (defined as the lesser of (a) the Uncommitted Line Amount, and (b) the difference of (i) $200,000,000 minus (ii) the aggregate principal amount of all loans, if any, outstanding to the Fund under the Syndicated Facility). The aggregate principal amount of all Loans outstanding to all Borrowers on behalf of all Funds under the Agreement (after giving effect to the amount of any requested Loan) does not exceed the Uncommitted Line Amount.
9. The Fund for which any Loan is being requested hereby does not currently have outstanding any Interfund Loans made to such Fund as borrower which are secured by any collateral except to the extent permitted by Section II(1)(g) of the Agreement and does not currently have any outstanding Interfund Loans made by it as the lender.
10. The undersigned is a duly authorized officer of the Borrower identified above with authority to execute and deliver this document to the Bank and request the Loan described herein on behalf of the Fund identified above.
[BORROWER][, on behalf of [FUND]]
| By: | _______________________________ | |
| Name: | _______________________________ | |
| Title | _______________________________ | |
| Date: | _______________________________ | |
_____________________
2 If the Borrower, acting on behalf of the Fund, is a (i) Limited Borrower, the Applicable Percentage is 10% or (ii) Restricted Borrower, the Applicable Percentage is 25%; in all other cases the Applicable Percentage is 33-1/3%.
Information Classification: Limited Access
Information Classification: Limited Access
| EXECUTION VERSION |
[GRAPHIC OMITTED: STATE STREET LOGO] Ladies and Gentlemen: State Street Bank and Trust Company (the “Bank”) has made available a $235,500,000 uncommitted discretionary demand line of credit (the “Credit Line”) to each of the Borrowers, each acting on its own behalf or, as applicable, on behalf of each of its respective Existing Funds (as defined below) as described in a letter agreement dated September 24, 2015, by and among the Borrowers and the Bank (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Loan Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Existing Loan Agreement. Prior to the date hereof, the Borrowers notified the Bank that (i) effective May 18, 2020 Putnam International Growth Fund merged into Putnam Emerging Markets Equity Fund and upon the effectiveness of such merger Putnam International Growth Fund ceased to exist as a Fund, (ii) effective April 30, 2020 Putnam VT International Growth Fund changed its name to Putnam VT Emerging Markets Equity Fund and in connection therewith the fund adopted a non fundamental policy that under normal circumstances it will invest at least 80% of its net asset in equity securities of emerging market companies, (iii) effective August 24, 2020 each of Putnam Capital Spectrum Fund and Putnam Equity Spectrum Fund merged into Putnam Focused Equity USA\1043487.000163\602109534.5
Letter Amendment
August 27, 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:
Seventh Amendment and Consent to the Putnam Family of Funds $235,500,000
Uncommitted Discretionary Demand Line of Credit
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
| - 2 - |
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
| - 3 - |
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] |
| - 4 - |
| 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 |
| Annex A |
| [See attached] |
| - 2 - |
| EXECUTION VERSION |
October 15, 2020
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:
- Other expenses.
- 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.
- 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.
- Fund-specific expense limitations.
- 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 Limitation on Total Fund Operating Expenses |
Expiration
| |
| Putnam VT Emerging Markets Equity Fund | 1.09% | April 30, 2022 | |
| Putnam VT Multi-Asset Absolute Return Fund | 0.90% | April 30, 2022 | |
| Putnam VT Mortgage Securities Fund | 0.50% | April 30, 2022 | |
- 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 Limitation on Total Fund Operating Expenses |
Expiration
| |
| Putnam Dynamic Risk Allocation Fund | 0.70% | Sept. 30, 2021 | |
| Putnam Emerging Markets Equity Fund | 0.78% | February 28, 2022 | |
| Putnam Global Income Trust | 0.43%[1] | February 28, 2022 | |
| Putnam Income Fund | 0.33% | Feb. 28, 2022 | |
| Putnam Intermediate-Term Municipal Income Fund | 0.52% | March 30, 2022 | |
| Putnam Mortgage Opportunities Fund | 0.46% | September 30, 2021 | |
| Putnam Mortgage Securities Fund | 0.32% | January 30, 2022 | |
| Putnam Multi-Asset Absolute Return Fund | 0.77% | Feb. 28, 2022 | |
| Putnam Ultra Short Duration Income Fund | 0.24% | Nov. 30, 2021 | |
| Putnam Short-Term Municipal Income Fund | 0.28% | March 30, 2022 | |
________________
[1] Effective July 1, 2020.
| 2 |
- 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, 2021, the expiration of the one-year period following the effective date of the next update of the fund’s registration statement.
- Putnam VT Global Equity Fund. PIM agrees to waive 5 basis points of the contractual management fee payable by Putnam VT Global Equity Fund through April 30, 2022, the expiration of the one-year period following the effective date of the next annual update of the fund’s registration statement.
- Target Date Funds.
| a. | Current RetirementReady Waiver: Through November 30, 2021 (November 30, 2030 in the case of Putnam RetirementReady® 2060 Fund), or, if sooner, such other date immediately preceding the date that the New RetirementReady Waiver (as described below) goes into effect, PIM agrees to reimburse each Putnam RetirementReady Fund for all other expenses – exclusive of payments under the fund’s distribution plans, brokerage, interest, taxes, investment-related expenses, extraordinary expenses, acquired fund fees and expenses and payments under the fund’s investor servicing contract. |
| b. | New RetirementReady Waiver: Effective on the implementation date of the new management contract applicable to the Putnam RetirementReady Funds, which remains subject to shareholder approval, 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% |
| 3 |
| Class R3 | 0.80% |
| Class R4 | 0.80% |
| Class R5 | 0.65% |
| Class R6 | 0.55% |
| Class Y | 0.65% |
| c. | 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% |
| Class R4 | 0.70% |
| Class R5 | 0.55% |
| Class R6 | 0.45% |
| Class Y | 0.55% |
Effective October [15], 2020, 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
| 4 |
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/ Robert T. Burns
Robert T. Burns
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 |
| 5 |
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 Equity Income 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 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
-Putnam Growth Opportunities Fund
-Putnam International Capital Opportunities Fund
-Putnam PanAgora Managed Futures Strategy
-Putnam PanAgora Market Neutral Fund
-Putnam PanAgora Risk Parity Fund
-Putnam Research Fund
-Putnam Small Cap Value Fund
-Putnam Sustainable Future Fund
Putnam Massachusetts Tax Exempt Income Fund
Putnam Minnesota Tax Exempt Income Fund
| 6 |
Putnam Money Market Fund
Putnam Mortgage Securities Fund
Putnam New Jersey Tax Exempt Income Fund
Putnam New York Tax Exempt Income Fund
Putnam Ohio Tax Exempt Income Fund
Putnam Pennsylvania Tax Exempt Income Fund
Putnam Sustainable Leaders Fund
Putnam Tax Exempt Income Fund
Putnam Tax-Free Income Trust
-Putnam Strategic Intermediate Municipal Fund
-Putnam Tax-Free High Yield Fund
| 7 |
Schedule B
Putnam Variable Trust
- 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 Future Fund
- Putnam VT Sustainable Leaders Fund
| 8 |
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 RetirementReady 2020 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 Retirement Advantage 2020 Fund
| [GRAPHIC OMITTED: PUTNAM INVESTMENTS LOGO] |
| June 26, 2020 |
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). Effective October 1, 2020, or such other date that that the revised Compensation Memorandum takes effect with respect to the Putnam RetirementReady Funds, this agreement shall no longer apply to the funds listed on Schedule A.
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, 2021.
Any capitalized term not defined herein shall have the meaning assigned to the term in the Compensation Memorandum dated June 26, 2020.
Effective June 26, 2020, 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 |
Schedule A
Putnam RetirementReady 2020 Fund
Putnam RetirementReady 2025 Fund
Putnam RetirementReady 2030 Fund
Putnam RetirementReady 2035 Fund
Putnam RetirementReady 2040 Fund
Putnam RetirementReady 2045 Fund
Putnam RetirementReady 2050 Fund
Putnam RetirementReady 2055 Fund
Putnam RetirementReady 2060 Fund
Putnam RetirementReady Maturity Fund
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 May 15, 2020
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 tenth 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 ten-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 ten 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.
_______________________
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.
(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 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.
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