Form 485BPOS PUTNAM VARIABLE TRUST

April 29, 2022 1:31 PM EDT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Putnam Variable Trust of our reports, dated as listed below, relating to the financial statements and financial highlights, which appear in each of the Funds’, as listed below, Annual Reports on Form N-CSR for the year ended December 31, 2021. 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.

 

 

  Fund Name Report Date  
       
  Putnam VT Diversified Income Fund February 11, 2022  
  Putnam VT Emerging Markets Equity Fund February 9, 2022  
  Putnam VT Focused International Equity Fund February 10, 2022  
  Putnam VT George Putnam Balanced Fund February 9, 2022  
  Putnam VT Global Asset Allocation Fund February 11, 2022  
  Putnam VT Global Health Care Fund February 10, 2022  
  Putnam VT Government Money Market Fund February 10, 2022  
  Putnam VT Growth Opportunities Fund February 8, 2022  
  Putnam VT High Yield Fund February 8, 2022  
  Putnam VT Income Fund February 10, 2022  
  Putnam VT International Equity Fund February 10, 2022  
  Putnam VT International Value Fund February 8, 2022  
  Putnam VT Large Cap Value Fund February 9, 2022  
  Putnam VT Mortgage Securities Fund February 8, 2022  
  Putnam VT Multi-Asset Absolute Return Fund February 11, 2022  
  Putnam VT Multi-Cap Core Fund February 9, 2022  
  Putnam VT Research Fund February 8, 2022  
  Putnam VT Small Cap Growth Fund February 8, 2022  
  Putnam VT Small Cap Value Fund February 11, 2022  
  Putnam VT Sustainable Future Fund February 8, 2022  
  Putnam VT Sustainable Leaders Fund February 8, 2022  

 

 

 

 

 

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 25, 2022

PUTNAM FUNDS
SUB-MANAGEMENT CONTRACT

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

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

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

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

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

1.SERVICES TO BE RENDERED BY SUB-MANAGER.

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

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

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

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

 
 

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

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

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

2.OTHER AGREEMENTS, ETC.

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

3.COMPENSATION.

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

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

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

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

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

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

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

4.ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.

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

5.EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.

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

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

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

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

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

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

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6.CERTAIN DEFINITIONS.

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

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

7.NON-LIABILITY OF SUB-MANAGER.

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

8.ADDITIONAL PROVISIONS.

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

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

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

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

 

PUTNAM INVESTMENTS LIMITED

 

  By:

/s/ Simon Davis

Simon Davis

 

 

 

PUTNAM INVESTMENT MANAGEMENT, LLC

 

  By:

/s/ James P. Pappas

James P. Pappas

Director of Trustee Relations and Authorized Person

     

 

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Schedule A

Effective as of November 8, 2021

Putnam California Tax Exempt Income Fund

Putnam Convertible Securities Fund

Putnam Diversified Income Trust

Putnam Dynamic Asset Allocation Balanced Fund

Putnam Dynamic Asset Allocation Conservative Fund

Putnam Dynamic Asset Allocation Equity Fund

Putnam Dynamic Asset Allocation Growth Fund

Putnam Dynamic Risk Allocation Fund

Putnam Emerging Markets Equity Fund

Putnam Fixed Income Absolute Return Fund

Putnam Floating Rate Income Fund

Putnam Focused Equity Fund

Putnam Focused International Equity Fund

George Putnam Balanced Fund

Putnam Global Health Care Fund

Putnam Global Income Trust

Putnam Global Technology Fund

Putnam Government Money Market Fund

Putnam Growth Opportunities Fund

Putnam High Yield Fund

Putnam Income Fund

Putnam Income Strategies Portfolio

Putnam Intermediate-Term Municipal Income Fund

Putnam International Capital Opportunities Fund

Putnam International Equity Fund

Putnam International Value Fund

Putnam International Growth Fund

Putnam Large Cap Value Fund

Putnam Managed Municipal Income Trust

Putnam Massachusetts Tax Exempt Income Fund

Putnam Master Intermediate Income Trust

Putnam Minnesota Tax Exempt Income Fund

Putnam Money Market Fund

Putnam Mortgage Opportunities Fund

Putnam Mortgage Recovery Fund

Putnam Mortgage Securities Fund

Putnam Multi-Asset Absolute Return Fund

Putnam Multi-Cap Core Fund

Putnam Municipal Opportunities Trust

Putnam New Jersey Tax Exempt Income Fund

Putnam New York Tax Exempt Income Fund

Putnam Ohio Tax Exempt Income Fund

Putnam Pennsylvania Tax Exempt Income Fund

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Putnam Premier Income Trust

Putnam Research Fund

Putnam RetirementReady Maturity Fund

Putnam RetirementReady 2065 Fund

Putnam RetirementReady 2060 Fund

Putnam RetirementReady 2055 Fund

Putnam RetirementReady 2050 Fund

Putnam RetirementReady 2045 Fund

Putnam RetirementReady 2040 Fund

Putnam RetirementReady 2035 Fund

Putnam RetirementReady 2030 Fund

Putnam RetirementReady 2025 Fund

Putnam Retirement Advantage Maturity Fund

Putnam Retirement Advantage 2065 Fund

Putnam Retirement Advantage 2060 Fund

Putnam Retirement Advantage 2055 Fund

Putnam Retirement Advantage 2050 Fund

Putnam Retirement Advantage 2045 Fund

Putnam Retirement Advantage 2040 Fund

Putnam Retirement Advantage 2035 Fund

Putnam Retirement Advantage 2030 Fund

Putnam Retirement Advantage 2025 Fund

Putnam Short Term Investment Fund

Putnam Short-Term Municipal Income Fund

Putnam Small Cap Growth Fund

Putnam Small Cap Value Fund

Putnam Strategic Intermediate Municipal Fund

Putnam Sustainable Future Fund

Putnam Sustainable Leaders Fund

Putnam Tax Exempt Income Fund

Putnam Tax-Free High Yield Fund

Putnam Ultra Short Duration Income Fund

Putnam VT Diversified Income Fund

Putnam VT Emerging Markets Equity Fund

Putnam VT Focused International Equity Fund

Putnam VT George Putnam Balanced Fund

Putnam VT Global Asset Allocation Fund

Putnam VT Global Health Care Fund

Putnam VT Government Money Market Fund

Putnam VT Growth Opportunities Fund

Putnam VT High Yield Fund

Putnam VT Income Fund

Putnam VT International Equity Fund

Putnam VT International Value Fund

Putnam VT Large Cap Value Fund

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Putnam VT Mortgage Securities Fund

Putnam VT Multi-Asset Absolute Return Fund

Putnam VT Multi-Cap Core Fund

Putnam VT Research Fund

Putnam VT Small Cap Growth Fund

Putnam VT Small Cap Value Fund

Putnam VT Sustainable Leaders Fund

Putnam VT Sustainable Future Fund

 

 

 

 

 

 

PUTNAM INVESTMENTS LIMITED

     
    /s/ Vivek Gandhi
     
  By: ________________________________________
     
   

Vivek Gandhi

Chief Executive Officer

 

 

 

 

PUTNAM INVESTMENT MANAGEMENT, LLC

 

    /s/ Stephen J. Tate
     
  By: ________________________________________
     
    Stephen J. Tate
    Vice President and Chief Legal Officer

 

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PUTNAM FUNDS
SUB-ADVISORY CONTRACT

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

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

WHEREAS, PIL is a registered investment adviser under the United States Investment Advisers Act of 1940, as amended, is licensed as an investment manager by the Financial Conduct Authority of the United Kingdom (the “FCA”) and is a sub-manager of each of the Funds pursuant to that certain Sub-Management Contract dated as of July 1, 2013 (the “PIL Sub-Management Contract”), between the Manager and PIL whereby the Manager has contracted with PIL for the management of certain portions of each of the Funds (each, a “PIL-Advised Sleeve”);

WHEREAS, the Sub-Advisor is a registered investment adviser under the United States Investment Advisers Act of 1940, as amended, and is an investment adviser authorized to provide discretionary investment advice and management in Singapore;

WHEREAS, the Manager and PIL currently engage the Sub-Advisor from time to time to provide discretionary investment management services from the Sub-Advisor’s office in Singapore with respect to a portion of certain of the Funds:

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

1.                  SERVICES TO BE RENDERED BY SUB-ADVISOR.

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

 
 

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

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

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

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

(f)                In the performance of its duties, the Sub-Advisor will comply with the provisions of the Agreement and Declaration of Trust and By-Laws of each applicable Fund and such Fund’s stated investment objectives, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of such Fund and to comply with other policies which the

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Manager, PIL or the Trustees may from time to time determine and shall exercise the same care and diligence expected of the Manager and PIL.

2.                  OTHER AGREEMENTS, ETC.

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

3.                  COMPENSATION.

Except as provided below, the Manager or PIL, as the case may be, will pay to the Sub-Advisor as compensation for the Sub-Advisor’s services rendered a fee, computed and paid quarterly at the annual rate of 0.35% per annum of average net asset value of the assets in each Allocated Sleeve of Funds identified on Schedule A.

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

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

4.                  ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.

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

5.                  EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.

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

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

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

(c)               With respect to any Allocated Sleeve, automatically upon termination of the Manager’s investment management contract with the related Fund, or with respect to any Allocated Sleeve for which PIL has contracted with the Sub-Advisor to provide services under this Contract, automatically upon termination of the PIL Sub-Management Contract.

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

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

6.                  CERTAIN DEFINITIONS.

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

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

7.                  NON-LIABILITY OF SUB-ADVISOR.

In the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-Advisor, or reckless disregard of its obligations and duties hereunder, the Sub-Advisor shall

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not be subject to any liability to the Manager, PIL, any Fund or to any shareholder of any Fund, for any act or omission in the course of, or connected with, rendering services hereunder.

8.                  ADDITIONAL PROVISIONS.

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

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

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

 

-5
 

In witness whereof, PUTNAM INVESTMENT MANAGEMENT, LLC, PUTNAM INVESTMENTS LIMITED and THE PUTNAM ADVISORY COMPANY, LLC have each caused this instrument to be signed on its behalf by an officer duly authorized, all as of the day and year first above written.

PUTNAM INVESTMENTS LIMITED
  By: /s/ Simon Davis
    Simon Davis

 

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

THE PUTNAM ADVISORY COMPANY, LLC
  By: /s/ James F. Clark
    James F. Clark
    Associate General Counsel

 

-6
 

Schedule A

Effective November 8, 2021

 

Putnam Dynamic Asset Allocation Balanced Fund

Putnam Dynamic Asset Allocation Conservative Fund

Putnam Dynamic Asset Allocation Equity Fund

Putnam Dynamic Asset Allocation Growth Fund

Putnam Emerging Markets Equity Fund

Putnam Fixed Income Absolute Return Fund

Putnam Focused Equity Fund

Putnam Focused International Equity Fund

Putnam Global Health Care Fund

Putnam Global Technology Fund

Putnam International Capital Opportunities Fund

Putnam International Equity Fund

Putnam International Growth Fund

Putnam International Value Fund

Putnam Multi-Asset Absolute Return Fund

Putnam Research Fund

Putnam Short Duration Bond Fund

Putnam VT Focused International Equity Fund

Putnam VT Global Asset Allocation Fund

Putnam VT Global Health Care Fund

Putnam VT International Equity Fund

Putnam VT International Growth Fund

Putnam VT International Value Fund

Putnam VT Multi-Asset Absolute Return Fund

Putnam VT Research Fund

 

A-1 
 

 

 

  PUTNAM INVESTMENTS LIMITED
     
    /s/ Vivek Gandhi
   
  By: ________________________________________
     
   

Vivek Gandhi

Chief Executive Officer

     
  PUTNAM INVESTMENT MANAGEMENT, LLC
     
    /s/ Stephen J. Tate
     
  By: ________________________________________
     
    Stephen J. Tate
    Vice President and Chief Legal Officer
     
     
  THE PUTNAM ADVISORY COMPANY, LLC
     
    /s/ James F. Clark
     
  By: ________________________________________
   
    James F. Clark
    Assistant Secretary
     
     

 

A-2 
 

 

 

 

AMENDMENT TO MASTER CUSTODIAN AGREEMENT

 

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

 

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

 

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

 

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

 

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

 

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

 
 

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

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

 

 

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

 

3.       A copy of the Amended and Restated Agreement and Declaration of Trust of each Fund is on file with the Secretary of The Commonwealth of The Commonwealth of Massachusetts. Notice is hereby given, and it is expressly agreed, that the obligations under this Amendment and the Agreement of any such Fund shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of such Fund personally, but bind only the trust property of such Fund. Furthermore, notice is given that the assets and liabilities of each series of each Fund that is a series company are separate and distinct and that the obligations of or arising out of this Amendment and the Agreement are several and not joint and are binding only on the assets or property of each series with respect to its obligations. In the case of each Fund, the execution and delivery of this Amendment on its behalf has been authorized by its trustees, and signed by an authorized officer, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery shall be deemed to have been made by any of them individually, but shall only bind the trust property of each Fund.

 

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

 

Information Classification: Limited Access

Information Classification: Limited Access

2
 

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

 

 

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

        

       

 
 

APPENDIX A

 

to

 

Master Custodian Agreement

 

 

 

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

Information Classification: Limited Access

Information Classification: Limited Access

4
 

 

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

 

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

 

Information Classification: Limited Access

Information Classification: Limited Access

6
 

AMENDMENT TO MASTER SUB-ACCOUNTING SERVICES AGREEMENT

(Registered Funds)

 

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

 

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

 

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

 

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

 

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

 

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

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

 

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

 

[Signature page follows.]

 

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

 

 

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


       

 


Information Classification: Limited Access

2
 

APPENDIX A

 

to

 

Master Sub-Accounting Services Agreement

 

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

 

Information Classification: Limited Access

3
 

 

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

 

Information Classification: Limited Access

4
 

 

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

 

Information Classification: Limited Access

5
 

 

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

 

 

Information Classification: Limited Access

6
 

AMENDED AND RESTATED

MASTER INTERFUND LENDING AGREEMENT

 

 

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

 

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

 

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

 

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

 

NOW THEREFORE, the parties hereto agree as follows:

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

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

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

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

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

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

1 
 

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

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

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

Loan” has the meaning specified in Section 2 hereof.

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

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

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

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

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

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

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

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

SEC” means the United States Securities and Exchange Commission.

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

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

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

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

2 
 

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

(a) applicable laws and regulations;

(b) the provisions of Section 5.2 hereof;

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

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

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

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

3.            Loan Requirements.

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

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

3 
 

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

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

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

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

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

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

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

(i) the Loan requested thereby

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

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

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

4 
 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3.11       Collateral Security for Loans.

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

(i) repay all its outstanding Loans;

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

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

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

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

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

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

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

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

7 
 

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

4.                  Representations and Warranties

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

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

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

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

(i) are within its power,

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

(iii) will not

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

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

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

8 
 

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

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

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

5.            Covenants

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

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

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

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

9 
 

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

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

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

5.2       Covenants in Effect While Loans Are Outstanding.

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

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

(b) not take out any Loan that

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

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

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

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

(e) notify the Lender promptly of

10 
 

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

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

5.2.2       The Lender covenants that

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

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

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

7.            Default

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

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

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

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

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

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

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

11 
 

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

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

7.2       Remedies

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

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

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

12 
 

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

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

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

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

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

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

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

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

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

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

 

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

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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/ Stephen J. Tate

Name:Stephen J. Tate
Title:General Counsel

 

 

 

 

 

 

 

 

 

 

 

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SCHEDULE A – Borrowing Funds

 

As amended as of September 24, 2021

 

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

 

Putnam Asset Allocation Funds

-Putnam Dynamic Asset Allocation Balanced Fund

-Putnam Dynamic Asset Allocation Conservative Fund

-Putnam Dynamic Asset Allocation Growth Fund

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

Putnam California Tax Exempt Income Fund

Putnam Convertible Securities Fund

Putnam Diversified Income Trust

Putnam Large Cap Value Fund

Putnam Funds Trust

-Putnam Dynamic Asset Allocation Equity Fund

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

-Putnam Emerging Markets Equity Fund

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

-Putnam Floating Rate Income Fund

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

-Putnam Global Technology Fund

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

-Putnam International Value Fund

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

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

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

-Putnam Short Duration Bond Fund

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

-Putnam Small Cap Growth Fund

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

George Putnam Balanced Fund

Putnam Focused International Equity Fund

Putnam Global Health Care Fund

Putnam Global Income Trust

Putnam High Yield Fund

Putnam Income Fund

Putnam International Equity Fund

Putnam Investment Funds

-Putnam Growth Opportunities Fund

-Putnam International Capital Opportunities Fund

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

-Putnam Research Fund

-Putnam Small Cap Value Fund

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

Putnam Massachusetts Tax Exempt Income Fund

Putnam Minnesota Tax Exempt Income Fund

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

Putnam New Jersey Tax Exempt Income Fund

Putnam New York Tax Exempt Income Fund

Putnam Ohio Tax Exempt Income Fund

Putnam Pennsylvania Tax Exempt Income Fund

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

Putnam Target Date Funds

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

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

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

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

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

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

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

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

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

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

-Putnam RetirementReady Maturity Fund

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

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

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

-Putnam RetirementReady 2050 Fund

-Putnam RetirementReady 2045 Fund

-Putnam RetirementReady 2040 Fund

-Putnam RetirementReady 2035 Fund

-Putnam RetirementReady 2030 Fund

-Putnam RetirementReady 2025 Fund

Putnam Tax Exempt Income Fund

Putnam Tax-Free Income Trust

-Putnam Strategic Intermediate Municipal Fund

-Putnam Tax-Free High Yield Fund

Putnam Variable Trust

-Putnam VT Diversified Income Fund

-Putnam VT Large Cap Value Fund

-Putnam VT Emerging Markets Equity Fund

-Putnam VT George Putnam Balanced Fund

-Putnam VT Global Asset Allocation Fund

-Putnam VT Focused International Equity Fund

-Putnam VT Global Health Care Fund

-Putnam VT Growth Opportunities Fund

-Putnam VT High Yield Fund

-Putnam VT Income Fund

-Putnam VT International Equity Fund

17 
 

-Putnam VT International Value Fund

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

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

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

-Putnam VT Research Fund

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

-Putnam VT Small Cap Value Fund

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

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

 

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

 

 

By: /s/ Jonathan S. Horwitz

Name:Jonathan S. Horwitz
Title:Executive Vice President, Principal Executive Officer and Compliance Liaison

 

 

 

PUTNAM INVESTMENT MANAGEMENT, LLC

 

 

By: /s/ Stephen J. Tate

Name:Stephen J. Tate
Title:General Counsel

 

 

18 
 

SCHEDULE B – Lending Funds

 

As amended as of September 24, 2021

 

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

 

Putnam Asset Allocation Funds

-Putnam Dynamic Asset Allocation Balanced Fund

-Putnam Dynamic Asset Allocation Conservative Fund

-Putnam Dynamic Asset Allocation Growth Fund

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

Putnam Convertible Securities Fund

Putnam Diversified Income Trust

Putnam Large Cap Value Fund

Putnam Funds Trust

-Putnam Dynamic Asset Allocation Equity Fund

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

-Putnam Emerging Markets Equity Fund

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

-Putnam Floating Rate Income Fund

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

-Putnam Global Technology Fund

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

-Putnam International Value Fund

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

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

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

-Putnam Short Duration Bond Fund

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

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

-Putnam Small Cap Growth Fund

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

George Putnam Balanced Fund

Putnam Focused International Equity Fund

Putnam Global Health Care Fund

Putnam Global Income Trust

Putnam High Yield Fund

Putnam Income Fund

Putnam International Equity Fund

Putnam Investment Funds

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

-Putnam Growth Opportunities Fund

-Putnam International Capital Opportunities Fund

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

19 
 

-Putnam Research Fund

-Putnam Small Cap Value Fund

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

Putnam Master Intermediate Income Trust

Putnam Money Market Fund

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

Putnam Premier Income Trust

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

Putnam Target Date Funds

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

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

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

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

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

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

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

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

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

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

-Putnam RetirementReady Maturity Fund

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

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

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

-Putnam RetirementReady 2050 Fund

-Putnam RetirementReady 2045 Fund

-Putnam RetirementReady 2040 Fund

-Putnam RetirementReady 2035 Fund

-Putnam RetirementReady 2030 Fund

-Putnam RetirementReady 2025 Fund

Putnam Variable Trust

-Putnam VT Diversified Income Fund

-Putnam VT Large Cap Value Fund

-Putnam VT Emerging Markets Equity Fund

-Putnam VT George Putnam Balanced Fund

-Putnam VT Global Asset Allocation Fund

-Putnam VT Focused International Equity Fund

-Putnam VT Global Health Care Fund

-Putnam VT Government Money Market Fund

-Putnam VT Growth Opportunities Fund

-Putnam VT High Yield Fund

-Putnam VT Income Fund

-Putnam VT International Equity Fund

-Putnam VT International Value Fund

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

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

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

20 
 

-Putnam VT Research Fund

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

-Putnam VT Small Cap Value Fund

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

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

 

 

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

 

 

By: /s/ Jonathan S. Horwitz

Name:Jonathan S. Horwitz
Title:Executive Vice President, Principal Executive Officer and Compliance Liaison

 

 

 

PUTNAM INVESTMENT MANAGEMENT, LLC

 

 

By: /s/ Stephen J. Tate

Name:Stephen J. Tate
Title:General Counsel
21 
 

SCHEDULE C

 

AMENDED AND RESTATED COLLATERAL SECURITY AGREEMENT

 

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

 

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

 

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

 

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

 

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

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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

23 
 

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

 

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

 

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

 

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

 

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

24 
 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

[Signature Page Follows]

25 
 

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

 

 

26 
 

AMENDMENT NO. 8 TO CREDIT AGREEMENT

 

AMENDMENT NO. 8 (this “Amendment”), dated as of October 15, 2021, 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 to Credit Agreement, 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 to Credit Agreement, dated as of September 21, 2017, Amendment No. 3 to Credit Agreement, 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 to Credit Agreement, dated as of September 19, 2019, Amendment No. 5 to Credit Agreement, dated as of October 18, 2019, and Amendment No. 6 to Credit Agreement and Consent No. 3, dated as of August 27, 2020, Amendment No. 7 to Credit Agreement, dated as of October 16, 2020, and Consent No. 4, dated as of March 30, 2021 (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.       For purposes of this Amendment (i) “Existing Fund” means each Fund which appears on Schedule 2 to the Credit Agreement as in effect immediately prior to the Amendment Effective Date, (ii) “Continuing Fund” means each Existing Fund which appears on Schedule 2 to this Amendment, (iii) “Departing Fund” means each Existing Fund other than a Continuing Fund, (iv) “New Fund” means each Series which does not appear on Schedule 2 to the Credit Agreement as in effect immediately prior to the Amendment Effective Date and which does appear on Schedule 2 to this Amendment, (v) “Existing Borrower” means each Borrower immediately prior to the Amendment Effective Date, (vi) “Continuing Borrower” means an Existing Borrower that will be a Borrower on the Amendment Effective Date, (vii) “Departing Borrower” means an Existing Borrower other than a Continuing Borrower, (viii) “New Borrower” means a Borrower (other than an Existing Borrower) on the Amendment Effective Date, and (ix) “Amendment Borrowers” means each Continuing Borrower and each New Borrower.

III.       The Amendment 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 inserting the following new defined terms in the appropriate alphabetical order:

  “Corresponding Loan Amount” has the meaning assigned to such term in Section 7.11.

  “Erroneous Payment” has the meaning assigned to such term in Section 7.11.

  “Erroneous Payment Return Deficiency” has the meaning assigned to such term in Section 7.11.

  “Erroneous Payment Subrogation Rights” has the meaning assigned to such term in Section 7.11.

  “Payment Recipient” has the meaning assigned to such term in Section 7.11.

2.                  The defined term “Termination Date” contained in Section 1.01 of the Credit Agreement is hereby amended by replacing the date “October 15, 2021” with the date “October 14, 2022”.

3.                  Article 7 of the Credit Agreement is hereby amended by inserting a new Section 7.11 as follows:

SECTION 7.11. Erroneous Payments. (a) If the Agent notifies a Bank, or any Person who has received funds on behalf of a Bank (any such Bank or other recipient, a “Payment Recipient”) that the Agent has determined in its sole discretion that any funds received by such Payment Recipient from the Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Agent, and such Payment Recipient shall (and shall cause any other Payment Recipient who received such funds on its behalf to) promptly, but in no event later than one (1) Domestic Business Day thereafter, return to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Agent to any Payment Recipient under this paragraph shall be conclusive, absent manifest error. If a Payment Recipient receives any payment, prepayment or repayment of

2 
 

principal, interest, fees, distribution or otherwise and does not receive a corresponding payment notice or payment advice, such payment, prepayment or repayment shall be presumed to be in error absent written confirmation from the Agent to the contrary.

(b)        Each Bank hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Bank under any Loan Document, or otherwise payable or distributable by the Agent to such Bank from any source, against any amount due to the Agent under the immediately preceding paragraph or under the indemnification provisions of this Agreement.

(c)        For so long as an Erroneous Payment (or portion thereof) has not been returned by any Payment Recipient who received such Erroneous Payment (or portion thereof) (such unrecovered amount, an “Erroneous Payment Return Deficiency”) to the Agent after demand therefor in accordance with the provisions of this Section 7.11, (i) the Agent may elect, in its sole discretion on written notice to such Bank, that all rights and claims of such Bank with respect to the Loans or other Obligations owed to it up to the amount of the corresponding Erroneous Payment Return Deficiency in respect of such Erroneous Payment (the “Corresponding Loan Amount”) shall immediately vest in the Agent upon such election; after such election, the Agent (x) may reflect its ownership interest in Loans in a principal amount equal to the Corresponding Loan Amount in the Register, and (y) upon five (5) Domestic Business Days’ written notice to such Bank, may sell such Loan (or portion thereof) in respect of the Corresponding Loan Amount, and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by such Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such Bank, and (ii) each party hereto agrees that, except to the extent that the Agent has sold such Loan, and irrespective of whether the Agent may be equitably subrogated, the Agent shall be contractually subrogated to all the rights of such Bank with respect to the Erroneous Payment Return Deficiency (such rights, the “Erroneous Payment Subrogation Rights”).

(d)        The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by any Borrower, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from such Borrower for the purpose of making such Erroneous Payment.

(e)        To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and each hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including without limitation any defense based on “discharge for value” or any similar doctrine.

3 
 

(f)        Each party’s obligations, agreements and waivers under this Section 7.11 with respect to the making of any Erroneous Payment shall survive the resignation or replacement of the Agent, any transfer of rights or obligations by, or the replacement of, a Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

4.                  Article IX of the Credit Agreement is hereby amended to add a new Section 9.16 as follows:

SECTION 9.16 Acknowledgement Regarding any Supported QFCs. To the extent that any Loan Document (i) constitutes a QFC (such Loan Document, a “Loan Document QFC”), or (ii) provides support, through a guarantee or otherwise, for any Loan Document QFC, any Financial Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that such Loan Document and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)       In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under such Loan Document that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and such Loan Document were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Delinquent Bank shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

4 
 

(b)        As used in this Section 9.16, the following terms have the following meanings:

BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

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

6.                  Paragraphs 1 through 5 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 Amendment 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, and (iii) certifying that such Amendment Borrower’s Charter Documents have not been amended, supplemented or otherwise modified since March 30, 2021 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification;

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(c)                the Agent shall have received a Federal Reserve Form U-1 with respect to each Amendment Borrower, in all respects satisfactory to the Agent;

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

(e)                the Agent shall have received such information as the Agent, at the request of any Bank, shall have requested in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations and related policies; and

(f)                 the Agent shall have received (i) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and disbursements of counsel to the Agent) incurred in connection with the preparation, negotiation, execution and delivery of this Amendment on or prior to the Amendment Effective Date.

7.                  Each Amendment 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 Amendment 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).

8.                  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.

9.                  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 by the party to be charged. Delivery of an executed counterpart of a signature page of this 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 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 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

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Transactions Act; provided that nothing herein shall require the Agent or any Bank to accept electronic signatures in any form or format without its prior written consent. For purposes hereof, “Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

10.              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]

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IN WITNESS WHEREOF, each party hereto has caused this Amendment No. 8 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/ Stephen J. Tate

Name: Stephen J. Tate

Title: Vice President and Chief Legal Officer

 

8 
 

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

By: /s/ Janet Nolin

Name: Janet Nolin

Title: Vice President

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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 Large Cap Value Fund (f/k/a Putnam Equity Income Fund) Putnam Large Cap Value Fund (f/k/a Putnam Equity Income Fund) October 31
 
 

 

Company Fund Fiscal Year End Date
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 Focused International Equity Fund (f/k/a Putnam Global Equity Fund) Putnam Focused International Equity Fund (f/k/a 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
 
 

 

Company Fund Fiscal Year End Date
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 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
 
 

 

Company Fund Fiscal Year End Date
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 Large Cap Value Fund (f/k/a Putnam VT Equity Income Fund) December 31
Putnam VT Global Asset Allocation Fund December 31
Putnam VT Focused International Equity Fund (f/k/a 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
Putnam ETF Trust Putnam Focused Large Cap Growth ETF August 31
  Putnam Focused Large Cap Value ETF August 31
  Putnam Sustainable Future ETF August 31
  Putnam Sustainable Leaders ETF August 31

 

 
 

[GRAPHIC OMITTED: STATE STREET LOGO]

Letter Amendment

                                                  October 15, 2021

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

 

100 Federal Street
Boston, MA 02110

Attention:  Stephen J. Tate,
   Vice President and Chief Legal Officer
    
RE:  Ninth 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.

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 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

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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 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 Nolin_____________________

Name: Janet Nolin

Title: Vice President

Acknowledged and Accepted:

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

By: /s/ Stephen J. Tate____________

Name: Stephen J. Tate

Title: Vice President and Chief legal Officer

 

Signature page to Ninth Amendment to the Putnam Funds and Putnam ETFs Uncommitted Line of Credit 
 

 

Annex A

 

[See attached]


February 1, 2022

The Putnam Funds
100 Federal Street
Boston, Massachusetts 02110

Ladies and Gentlemen:

Putnam Investment Management, LLC (“PIM”) hereby contractually agrees, as of the date hereof, with respect to the funds specified below or in Schedule A, Schedule B, or Schedule C, to waive fees and reimburse certain expenses in the manner provided below:

1. Other expenses.

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

b. PIM agrees to waive fees and/or reimburse expenses of Putnam Dynamic Asset Allocation Equity Fund to the extent necessary to limit the cumulative expenses of the fund, exclusive of brokerage, interest, taxes, investment-related expenses (including borrowing costs, i.e., short selling and lines of credit costs), extraordinary expenses, acquired fund fees and expenses, and payments under the fund’s investor servicing contract, the fund’s investment management contract, and the fund’s distribution plans, to an annual (measured on a fiscal year basis) rate of 0.02% of the fund’s average net assets. This contractual waiver will remain in effect through the expiration of the one-year period following the effective date of the next annual update of the fund’s registration statement.

2. Fund-specific expense limitations.

a. As set forth in the table below, PIM agrees to waive fees and/or reimburse expenses of each fund set forth below to the extent that the total annual fund operating expenses for the fund -- exclusive of payments under the fund’s distribution plans, any applicable performance-based upward or downward adjustment to the fund’s base management fee, brokerage, interest, taxes, investment-related expenses (including borrowing costs, i.e., short selling and lines of credit costs), extraordinary expenses, and acquired fund fees and

 
 

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

Fund Proposed Contractual Limitation on Total Fund Operating Expenses

Expiration

 

Putnam VT Emerging Markets Equity Fund 1.09% April 30, 2023
Putnam VT Multi-Asset Absolute Return Fund 0.90% April 30, 2023
Putnam VT Mortgage Securities Fund 0.50% April 30, 2023

 

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

Fund Proposed Contractual Limitation on Total Fund Operating Expenses

Expiration

 

Putnam Dynamic Risk Allocation Fund 0.70% Sept. 30, 2022
Putnam Emerging Markets Equity Fund 0.78% December 30, 2022
Putnam Global Income Trust 0.43% February 28, 2023
Putnam Income Fund 0.33% Feb. 28, 2023
Putnam Intermediate-Term Municipal Income Fund 0.52% March 30, 2023
Putnam International Value Fund 0.59% October 30, 2023
Putnam Mortgage Opportunities Fund 0.46% September 30, 2022
Putnam Ultra Short Duration Income Fund 0.24% Nov. 30, 2022
Putnam Short-Term Municipal Income Fund 0.28% March 30, 2023

 

3. Putnam Short Term Investment Fund. PIM agrees to waive the contractual management fee of 0.25% for Putnam Short Term Investment Fund through November 30, 2022, the expiration of the one-year period following the effective date of the next update of the fund’s registration statement.

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4. Putnam VT Focused International Equity Fund. PIM agrees to waive 5 basis points of the contractual management fee payable by Putnam VT Focused International Equity Fund through April 30, 2023, the expiration of the one-year period following the effective date of the next annual update of the fund’s registration statement.

5. Target Date Funds.

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

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

 

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

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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 July 1, 2021, this contractual undertaking supersedes any prior contractual expense limitation provisions between PIM and the funds. This undertaking shall be binding upon any successors and assignees of PIM.

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

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

 

Agreed and accepted by each Putnam fund listed on Schedule A,
Schedule B and Schedule C

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

 

4 
 

Schedule A 

 

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

 

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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 

 

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Schedule B 

 

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

 

7 
 

Schedule C 

 

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

 

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[PUTNAM LOGO OMITTED] 
 
 
June 25, 2021 

 

Ladies and Gentlemen:

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

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

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

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

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

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

 

 
 

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

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

 



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