Form 485BPOS PUTNAM INTERNATIONAL
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form N-1A of Putnam Funds Trust of our report dated August 10, 2020, relating to the financial statements and financial highlights of Putnam International Equity Fund, which appears in such Registration Statement. We also consent to the references to us under the headings "Financial highlights" and "Independent Registered Public Accounting Firm and Financial Statements" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
October 26, 2020
| 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 22, 2019 |
| Putnam AMT-Free Municipal Fund |
| Putnam California Tax Exempt Income Fund |
| Putnam Capital Spectrum Fund |
| Putnam Convertible Securities Fund |
| Putnam Diversified Income Trust |
| Putnam Dynamic Asset Allocation Balanced Fund |
| Putnam Dynamic Asset Allocation Conservative Fund |
| Putnam Dynamic Asset Allocation Equity Fund |
| Putnam Dynamic Asset Allocation Growth Fund |
| Putnam Dynamic Risk Allocation Fund |
| Putnam Equity Income Fund |
| Putnam Emerging Markets Equity Fund |
| Putnam Equity Spectrum Fund |
| Putnam Fixed Income Absolute Return Fund |
| Putnam Floating Rate Income Fund |
| Putnam Focused Equity Fund |
| George Putnam Balanced Fund |
| Putnam Global Equity Fund |
| Putnam Global Health Care Fund |
| Putnam Global Income Trust |
| Putnam Global Technology Fund |
| Putnam Government Money Market Fund |
| Putnam Growth Opportunities Fund |
| Putnam High Yield Fund |
| Putnam Income Fund |
| Putnam Income Strategies Portfolio |
| Putnam Intermediate-Term Municipal Income Fund |
| Putnam International Capital Opportunities Fund |
| Putnam International Equity Fund |
| Putnam International Value Fund |
| Putnam International Growth Fund |
| Putnam Managed Municipal Income Trust |
| Putnam Massachusetts Tax Exempt Income Fund |
| Putnam Master Intermediate Income Trust |
| Putnam Minnesota Tax Exempt Income Fund |
| Putnam Money Market Fund |
| Putnam Mortgage Opportunities Fund |
| Putnam Mortgage Recovery Fund |
| Putnam Mortgage Securities Fund |
| Putnam Multi-Asset Absolute Return Fund |
| Putnam Multi-Cap Core Fund |
| Putnam Municipal Opportunities Trust |
| Putnam New Jersey Tax Exempt Income Fund |
| A-1 |
| Schedule A |
| (continued) |
| Putnam New York Tax Exempt Income Fund |
| Putnam Ohio Tax Exempt Income Fund |
| Putnam Pennsylvania Tax Exempt Income Fund |
| Putnam Premier Income Trust |
| Putnam Research Fund |
| Putnam RetirementReady Maturity Fund |
| Putnam RetirementReady 2060 Fund |
| Putnam RetirementReady 2055 Fund |
| Putnam RetirementReady 2050 Fund |
| Putnam RetirementReady 2045 Fund |
| Putnam RetirementReady 2040 Fund |
| Putnam RetirementReady 2035 Fund |
| Putnam RetirementReady 2030 Fund |
| Putnam RetirementReady 2025 Fund |
| Putnam RetirementReady 2020 Fund |
| Putnam Retirement Advantage Maturity Fund |
| Putnam Retirement Advantage 2060 Fund |
| Putnam Retirement Advantage 2055 Fund |
| Putnam Retirement Advantage 2050 Fund |
| Putnam Retirement Advantage 2045 Fund |
| Putnam Retirement Advantage 2040 Fund |
| Putnam Retirement Advantage 2035 Fund |
| Putnam Retirement Advantage 2030 Fund |
| Putnam Retirement Advantage 2025 Fund |
| Putnam Retirement Advantage 2020 Fund |
| Putnam Short Term Investment Fund |
| Putnam Short-Term Municipal Income Fund |
| Putnam Small Cap Growth Fund |
| Putnam Small Cap Value 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 Equity Income Fund |
| Putnam VT George Putnam Balanced Fund |
| Putnam VT Global Asset Allocation Fund |
| Putnam VT Global Equity Fund |
| Putnam VT Global Health Care Fund |
| Putnam VT Government Money Market Fund |
| Putnam VT Growth Opportunities Fund |
| Putnam VT High Yield Fund |
| Putnam VT Income Fund |
| Putnam VT International Equity Fund |
| A-2 |
| Schedule A |
| (continued) |
| Putnam VT International Growth Fund |
| Putnam VT International Value Fund |
| Putnam VT Mortgage Securities Fund |
| Putnam VT Multi-Asset Absolute Return Fund |
| Putnam VT Multi-Cap Core Fund |
| Putnam VT Research Fund |
| Putnam VT Small Cap Growth Fund |
| Putnam VT Small Cap Value Fund |
| Putnam VT Sustainable Leaders Fund |
| Putnam VT Sustainable Future Fund |
| PUTNAM INVESTMENTS LIMITED |
| /s/ Jeffrey L. Gould | |||
| By: | |||
| Jeffrey L. Gould | |||
| Director | |||
| PUTNAM INVESTMENT MANAGEMENT, LLC |
| /s/ Robert T. Burns | |||
| By: | |||
| Robert T. Burns | |||
| Vice President and Chief Legal Officer | |||
| A-3 |
| 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.
| -5- |
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 | ||
| -6- |
| Schedule A |
| Effective as of October 18, 2019 |
Putnam AMT-Free Municipal Fund
Putnam California Tax Exempt Income Fund
Putnam Capital Spectrum Fund
Putnam Convertible Securities Fund
Putnam Diversified Income Trust
Putnam Dynamic Asset Allocation Balanced Fund
Putnam Dynamic Asset Allocation Conservative Fund
Putnam Dynamic Asset Allocation Equity Fund
Putnam Dynamic Asset Allocation Growth Fund
Putnam Dynamic Risk Allocation Fund
Putnam Equity Income Fund
Putnam Emerging Markets Equity Fund
Putnam Equity Spectrum Fund
Putnam Fixed Income Absolute Return Fund
Putnam Floating Rate Income Fund
Putnam Focused Equity Fund
George Putnam Balanced Fund
Putnam Global Equity Fund
Putnam Global Health Care Fund
Putnam Global Income Trust
Putnam Global Technology Fund
Putnam Government Money Market Fund
Putnam Growth Opportunities Fund
Putnam High Yield Fund
Putnam Income Fund
Putnam Intermediate-Term Municipal Income Fund
Putnam International Capital Opportunities Fund
Putnam International Equity Fund
Putnam International Value Fund
Putnam International Growth Fund
Putnam Managed Municipal Income Trust
Putnam Massachusetts Tax Exempt Income Fund
Putnam Master Intermediate Income Trust
Putnam Minnesota Tax Exempt Income Fund
Putnam Money Market Fund
Putnam Mortgage Opportunities Fund
Putnam Mortgage Recovery Fund
Putnam Mortgage Securities Fund
Putnam Multi-Asset Absolute Return Fund
Putnam Multi-Cap Core Fund
Putnam Municipal Opportunities Trust
Putnam New Jersey Tax Exempt Income Fund
Putnam New York Tax Exempt Income Fund
| A-1 |
| Schedule A |
| (continued) |
Putnam Ohio Tax Exempt Income Fund
Putnam Pennsylvania Tax Exempt Income Fund
Putnam Premier Income Trust
Putnam Research Fund
Putnam Retirement Income Fund Lifestyle 1
Putnam RetirementReady 2060 Fund
Putnam RetirementReady 2055 Fund
Putnam RetirementReady 2050 Fund
Putnam RetirementReady 2045 Fund
Putnam RetirementReady 2040 Fund
Putnam RetirementReady 2035 Fund
Putnam RetirementReady 2030 Fund
Putnam RetirementReady 2025 Fund
Putnam RetirementReady 2020 Fund
Putnam Short Term Investment Fund
Putnam Short-Term Municipal Income Fund
Putnam Small Cap Growth Fund
Putnam Small Cap Value 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 Equity Income Fund
Putnam VT George Putnam Balanced Fund
Putnam VT Global Asset Allocation Fund
Putnam VT Global Equity Fund
Putnam VT Global Health Care Fund
Putnam VT Government Money Market Fund
Putnam VT Growth Opportunities Fund
Putnam VT High Yield Fund
Putnam VT Income Fund
Putnam VT International Equity Fund
Putnam VT International Growth Fund
Putnam VT International Value Fund
Putnam VT Mortgage Securities Fund
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
| A-2 |
| Schedule A |
| (continued) |
| PUTNAM INVESTMENTS LIMITED | ||
| /s/ Jeffrey L. Gould | ||
| By: | _________________________________ | |
| Jeffrey L. Gould | ||
| Director | ||
| PUTNAM INVESTMENT MANAGEMENT, LLC | ||
| /s/ Robert T. Burns | ||
| By: | _________________________________ | |
| Robert T. Burns | ||
| Vice President and Chief Legal Officer | ||
| A-3 |
| AMENDMENT TO MASTER CUSTODIAN AGREEMENT |
This Amendment to Master Custodian Agreement (“Amendment”) is made as of June 25, 2020, by and between each management investment company party thereto (each, a “Fund” and collectively, the “Funds,” and each series of a Fund, a “Portfolio”) and State Street Bank and Trust Company (the “Custodian”).
WHEREAS, each Fund and the Custodian entered into that certain Master Custodian Agreement dated as of January 1, 2007 (as amended, modified and supplemented from time to time, the “Agreement”); and
WHEREAS, each Fund and the Custodian desire to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of the foregoing, each Fund, acting on its own behalf separately from all of the other investment companies and not jointly or jointly and severally with any of the other investment companies, and the Custodian hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:
1. A new section 6A is hereby added to the Agreement as follows:
SECTION 6A. FOREIGN EXCHANGE.
SECTION 6A.1. GENERALLY. Upon receipt of Proper Instructions, which for purposes of this section may also include standing instructions or security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions , which processing and settlement shall constitute part of the services provided by the Custodian under this Agreement. The actual execution of such foreign exchange transactions does not constitute part of the services provided by the Custodian under this Agreement.
SECTION 6A.2. FUND ELECTIONS. Each Fund or Portfolio (or its Investment Advisor acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies (“SSGM”), or with a sub-custodian. Where the Fund or Portfolio or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications, the Fund or Portfolio (or its Investment Advisor) instructs the Custodian, on behalf of the Fund or Portfolio, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in the preceding sentence), trust or fiduciary obligation to the Fund or Portfolio, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund or Portfolio (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction.
“Client Publications” means the general client publications of State Street Bank and Trust Company available from time to time to clients and their investment managers.
“Investment Advisor” means, in relation to a Fund or Portfolio, the investment manager or investment advisor of the Fund or Portfolio.
SECTION 6A.3. FUND ACKNOWLEDGEMENT. Each Fund or Portfolio acknowledges that in connection with all foreign exchange transactions entered into by the Fund or a Portfolio (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:
(i) shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or Portfolio or its Investment Advisor;
(ii) shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or Portfolio or its Investment Advisor; and
(iii) shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or Portfolio or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or Portfolio or the Investment Advisor or (ii) as established by the sub-custodian from time to time.
S ECTION 6A.4. TRANSACTIONS BY STATE STREET. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund or a Portfolio (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund or a Portfolio (or its Investment Advisor), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or a Portfolio or the Investment Advisor.
2. The first sentence of Section 16(a) of the Agreement is hereby deleted and replaced with the following:
This Agreement shall continue in full force and effect for an additional term (the “Additional Term”) commencing on the date hereof and ending December 31, 2021, and, after that, shall automatically renew for additional consecutive three (3) year terms, in each case unless either party gives one hundred eighty (180) days’ prior written notice to the other of its intent not to renew.
3. Section 21.9 of the Agreement is hereby modified to update the Funds’ and the Custodian’s contact information as follows:
| To any Fund: | c/o PUTNAM FIDUCIARY TRUST COMPANY, LLC | |
| 100 Federal Street | ||
| Boston, Massachusetts 02110 | ||
| Attention: [__________] | ||
| Telephone: [_________] | ||
| With a copy to: | Ropes & Gray LLP | |
| Prudential Tower | ||
| 800 Boylston Street | ||
| Boston, Massachusetts 02199 | ||
| Attention: [__________] | ||
| Telephone: [_________] | ||
Information Classification: Limited Access
2
| To the Custodian: | STATE STREET BANK AND TRUST COMPANY | |
| Josiah Quincy Building | ||
| 200 Newport Ave, Quincy, MA 02171 | ||
| Attention: Stefanie B. Mansfield, Vice President | ||
| Telephone: 617-985-2438 | ||
4. Appendix A to the Agreement is hereby deleted in its entirety and replaced with the attached Appendix A.
5. Except as expressly amended by this Amendment, the provisions of the Agreement shall remain in full force and effect.
6. A copy of the Amended and Restated Agreement and Declaration of Trust of each Fund is on file with the Secretary of The Commonwealth of The Commonwealth of Massachusetts. Notice is hereby given, and it is expressly agreed, that the obligations under this Amendment and the Agreement of any such Fund shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of such Fund personally, but bind only the trust property of such Fund. Furthermore, notice is given that the assets and liabilities of each series of each Fund that is a series company are separate and distinct and that the obligations of or arising out of this Amendment and the Agreement are several and not joint and are binding only on the assets or property of each series with respect to its obligations. In the case of each Fund, the execution and delivery of this Agreement on its behalf has been authorized by its trustees, and signed by an authorized officer, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery shall be deemed to have been made by any of them individually, but shall only bind the trust property of each Fund.
| [Signature page follows.] |
Information Classification: Limited Access
3
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first written above.
| EACH MANAGEMENT INVESTMENT COMPANY PARTY | ||
| TO THE MASTER CUSTODIAN AGREEMENT | ||
| By: | ___/s/ Jonathan S. Horwitz_______________ | |
| Name: | Jonathan S. Horwitz | |
| Title: | Executive Vice President, Pricipal Executive Officer, | |
| and Compliance Liaison | ||
| STATE STREET BANK AND TRUST COMPANY | ||
| By: | ___/s/ Andrew Erickson__________________ | |
| Name: | Andrew Erickson | |
| Title: | Executive Vice President | |
Information Classification: Limited Access
4
| APPENDIX A |
| TO |
| MASTER CUSTODIAN AGREEMENT |
| FUND/PORTFOLIO | Putnam | State |
| Fund # | Street | |
| Fund # | ||
| PUTNAM ASSET ALLOCATION FUNDS | ||
| on behalf of: | ||
| Putnam Dynamic Asset Allocation Balanced Fund | 259 | 38MY |
| Putnam Dynamic Asset Allocation Conservative Fund | 264 | 38MZ |
| Putnam Dynamic Asset Allocation Growth Fund | 250 | 38MX |
| Putnam Income Strategies Portfolio | VC9 | 38AK |
| PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND | 027 | 38Q5 |
| PUTNAM CONVERTIBLE SECURITIES FUND | 008 | 38QG |
| PUTNAM DIVERSIFIED INCOME TRUST | 075 | 38MS |
| PUTNAM EQUITY INCOME FUND | 012 | 38QH |
| PUTNAM FUNDS TRUST | ||
| on behalf of: | ||
| Putnam Short Duration Bond Fund | EB3 | 38V5 |
| Putnam Fixed Income Absolute Return Fund | EC3 | 38V6 |
| Putnam Multi-Asset Absolute Return Fund | ED8 | 38V8 |
| Putnam Capital Spectrum Fund | GA6 | 38VW |
| Putnam Dynamic Asset Allocation Equity Fund | FL7 | 38ZA |
| Putnam Dynamic Risk Allocation Fund | EC2 | 38BG |
| Putnam Emerging Markets Equity Fund | CT2 | 38P4 |
| Putnam Equity Spectrum Fund | GA7 | 38VX |
| Putnam Floating Rate Income Fund | 29X | 38PJ |
| Putnam Focused Equity Fund | EL8 | 38VE |
| Putnam Global Technology Fund | EM7 | 38VF |
| Putnam Intermediate-Term Municipal Income Fund | ND5 | 38AM |
| Putnam International Value Fund | 2CE | 38ND |
| Putnam Multi-Cap Core Fund | HF8 | 38WG |
| Putnam Ultra Short Duration Income Fund | LU7 | 38BE |
| Putnam Short Term Investment Fund | NB2 | 38AJ |
| Putnam Short-Term Municipal Income Fund | NC7 | 38AL |
| Putnam Small Cap Growth Fund | 2HF | 38NI |
| Putnam Mortgage Opportunities Fund | PZ4 | 38PO |
Information Classification: Limited Access
| PUTNAM GLOBAL EQUITY FUND | 005 | 38QE |
| PUTNAM GLOBAL HEALTH CARE FUND | 021 | 38QJ |
| PUTNAM GLOBAL INCOME TRUST | 041 | 38QL |
| Putnam High Yield Fund | 060 | 38MI |
| PUTNAM INCOME FUND | 004 | 38QD |
| PUTNAM INTERNATIONAL EQUITY FUND | 841 | 38NX |
| PUTNAM INVESTMENT FUNDS | ||
| on behalf of: | ||
| Putnam Growth Opportunities Fund | 2AP | 38QR |
| Putnam International Capital Opportunities Fund | 2AZ | 38PG |
| Putnam Sustainable Future Fund | 2OV | 38NO |
| Putnam Research Fund | 2AQ | 38NB |
| Putnam Small Cap Value Fund | 2MF | 38NL |
| Putnam Government Money Market Fund | QW2 | 38GM |
| PUTNAM MANAGED MUNICIPAL INCOME TRUST | 052 | 38R1 |
| PUTNAM MASSACHUSETTS TAX EXEMPT INCOME | 845 | 38RD |
| FUND | ||
| PUTNAM MASTER INTERMEDIATE INCOME TRUST | 074 | 38MR |
| PUTNAM MINNESOTA TAX EXEMPT INCOME FUND | 847 | 38RF |
| PUTNAM MONEY MARKET FUND | 010 | 38Q2 |
| PUTNAM SUSTAINABLE LEADERS FUND | 852 | 38NY |
| PUTNAM MUNICIPAL OPPORTUNITIES TRUST | 582 | 38RB |
| PUTNAM NEW JERSEY TAX EXEMPT INCOME FUND | 019 | 38Q4 |
| PUTNAM NEW YORK TAX EXEMPT INCOME FUND | 030 | 38Q6 |
| PUTNAM OHIO TAX EXEMPT INCOME FUND | 848 | 38RG |
| PUTNAM PENNSYLVANIA TAX EXEMPT INCOME FUND | 047 | 38R0 |
| PUTNAM PREMIER INCOME TRUST | 073 | 38MQ |
| PUTNAM TARGET DATE FUNDS | ||
| on behalf of: | ||
| Putnam RetirementReady 2060 Fund | QN8 | 38KH |
| Putnam RetirementReady 2055 Fund | KT2 | 38KB |
| Putnam RetirementReady 2050 Fund | 7CR | FFAM |
| Putnam RetirementReady 2045 Fund | 40M | FFAD |
| Putnam RetirementReady 2040 Fund | 40F | FFAB |
| Putnam RetirementReady 2035 Fund | 49Y | FFAL |
| Putnam RetirementReady 2030 Fund | 49R | FFAJ |
| Putnam RetirementReady 2025 Fund | 49K | FFAI |
| Putnam RetirementReady 2020 Fund | 49D | FFAH |
| Putnam RetirementReady Maturity Fund | 48P | FFAF |
| Putnam Retirement Advantage 2020 Fund | UU3 | 38A9 |
| Putnam Retirement Advantage 2025 Fund | UU4 | 38BL |
| Putnam Retirement Advantage 2030 Fund | UU5 | 38BN |
| Putnam Retirement Advantage 2035 Fund | UU6 | 38BP |
Information Classification: Limited Access
6
| Putnam Retirement Advantage 2040 Fund | UU7 | 38BQ |
| Putnam Retirement Advantage 2045 Fund | UU8 | 38BR |
| Putnam Retirement Advantage 2050 Fund | UU9 | 38BS |
| Putnam Retirement Advantage 2055 Fund | UV2 | 38BU |
| Putnam Retirement Advantage 2060 Fund | UV3 | 38BV |
| Putnam Retirement Advantage Maturity Fund | UV4 | 38BM |
| PUTNAM TAX EXEMPT INCOME FUND | 011 | 38Q3 |
| PUTNAM TAX-FREE INCOME TRUST | ||
| on behalf of: | ||
| Putnam AMT-Free Municipal Fund | 035 | 38Q7 |
| Putnam Tax-Free High Yield Fund | 036 | 38Q8 |
| Putnam Mortgage Securities Fund | 032 | 38MF |
| PUTNAM VARIABLE TRUST | ||
| on behalf of: | ||
| Putnam VT Multi-Asset Absolute Return Fund | LC3 | 38AD |
| Putnam VT Mortgage Securities Fund | 2PX | 38NP |
| Putnam VT Small Cap Growth Fund | 23K | 38QO |
| Putnam VT Diversified Income Fund | 961 | 38PA |
| Putnam VT Equity Income Fund | 23N | 38QP |
| Putnam VT George Putnam Balanced Fund | 2IS | 38QV |
| Putnam VT Global Asset Allocation Fund | 070 | 38MO |
| Putnam VT Global Equity Fund | 016 | 38QI |
| Putnam VT Global Health Care Fund | 2IW | 38QW |
| Putnam VT Growth Opportunities Fund | 2PU | 38QY |
| Putnam VT High Yield Fund | 067 | 38MN |
| Putnam VT Income Fund | 068 | 38QM |
| Putnam VT International Equity Fund | 2DO | 38NF |
| Putnam VT Emerging Markets Equity Fund | 2DP | 38NG |
| Putnam VT International Value Fund | 2DN | 38NE |
| Putnam VT Multi-Cap Core Fund | 2IO | 38QU |
| Putnam VT Government Money Market Fund | 069 | 38R5 |
| Putnam VT Sustainable Leaders Fund | 098 | 38PF |
| Putnam VT Sustainable Future Fund | 23H | 38MV |
| Putnam VT Research Fund | 2LA | 38PH |
| Putnam VT Small Cap Value Fund | 2MJ | 38NM |
| George Putnam Balanced Fund | 001 | 38QA |
| PUTNAM INVESTMENT FUNDS | ||
| on behalf of: | ||
| Putnam PanAgora Risk Parity Fund | SP2 | 38PU |
| Putnam PanAgora Risk Parity Ltd. | SN9 | 38PX |
Information Classification: Limited Access
| Putnam PanAgora Managed Futures Strategy | SM7 | 38PV |
| Putnam PanAgora Managed Futures Strategy Ltd. | SN8 | 38PY |
| Putnam PanAgora Market Neutral Fund | SL6 | 38PW |
Information Classification: Limited Access
8
| AMENDED & RESTATED INVESTOR SERVICING AGREEMENT — |
| OPEN-END FUNDS |
This AGREEMENT is made as of the 1st day of July, 2013, between each of the Putnam Funds listed in Appendix A hereto (as the same may from time to time be amended to add one or more additional Putnam Funds or to delete one or more of such Funds), each of such Funds acting severally on its own behalf and not jointly with any of such other Funds (each of such Funds being hereinafter referred to as the “Fund”), and Putnam Investment Management, LLC (the “Manager”), a Delaware limited liability company, and Putnam Investor Services, Inc. (the “Agent”), a Massachusetts corporation, and amends and restates the Amended and Restated Investor Servicing Agreement dated as of January 1, 2009 between each of the Funds, the Manager, and the Agent.
| W I T N E S S E T H: |
WHEREAS, the Fund is an investment company registered under the Investment Company Act of 1940;
WHEREAS, Putnam Fiduciary Trust Company has transferred, with the consent of the trustees of the Fund (the “Trustees”), its investor servicing business for the Fund to the Agent effective as of January 1, 2009;
WHEREAS, the Fund desires to engage the Manager and the Agent to provide all services required by the Fund in connection with the establishment, maintenance and recording of shareholder accounts, including without limitation all related tax and other reporting requirements, and the implementation of investment and redemption arrangements offered in connection with the sale of the Fund’s shares;
WHEREAS, the Agent, an affiliate of the Manager, is willing to provide such services and implement and administer such regulatory obligations on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the parties hereto agree as follows:
1. APPOINTMENT.
The Fund hereby appoints the Agent as its “Investor Servicing Agent” on the terms and conditions set forth herein. In such capacity, the Agent shall act as transfer, distribution disbursing and redemption agent for the Fund and shall act as agent for the shareholders of the Fund in connection with the various shareholder investment and/or redemption plans from time to time made available to shareholders. The Agent hereby accepts such appointment and agrees to perform the respective duties and functions of such offices in accordance with the terms of this agreement and in a manner generally consistent with the practices and standards customarily followed by other high quality investor servicing agents for registered investment companies.
Notwithstanding such appointment, however, the parties agree that the Manager may, upon thirty (30) days prior written notice to the Fund, assume such appointment and perform such duties and functions itself. Pending any such assumption, however, the Manager hereby guarantees the performance of the Agent hereunder and shall be fully responsible to the Fund, financially and otherwise, for the performance by the Agent of its agreements contained herein.
2. GENERAL AUTHORITY AND DUTIES.
By its acceptance of the foregoing appointment, the Agent shall be responsible for performing all functions and duties which, in the reasonable judgment of the Fund, are necessary or desirable in connection with the establishment, maintenance and recording of the Fund’s shareholder accounts and the conduct of its relations with shareholders with respect to their accounts. Without limiting the generality of the foregoing, the Agent shall be responsible:
(a) as transfer agent, for performing all functions customarily performed by transfer agents for registered investment companies, including without limitation all functions necessary or desirable to establish and maintain accounts evidencing the ownership of securities issued by the Fund and, to the extent applicable, the issuance of certificates representing such securities, the recording of all transactions pertaining to such accounts, and effecting the issuance and redemption of securities issued by the Fund;
(b) as distribution disbursing agent, for performing all functions customarily performed by distribution disbursing agents for registered investment companies, including without limitation all functions necessary or desirable to effect the payment to shareholders of distributions declared from time to time by the Trustees;
(c) as redemption agent for the Fund, for performing all functions necessary or desirable to effect the redemption of securities issued by the Fund and payment of the proceeds thereof; and
(d) as agent for shareholders of the Fund, performing all functions necessary or desirable to maintain all plans or arrangements from time to time made available to shareholders to facilitate the purchase or redemption of securities issued by the Fund.
In performing its duties hereunder, in addition to the provisions set forth herein, the Agent shall comply with the terms of the Declaration of Trust, the Bylaws and the current Prospectus and Statement of Additional Information of the Fund, and with the terms of votes adopted from time to time by the Trustees and shareholders of the Fund, relating to the subject matters of this Agreement, all as the same may be amended from time to time.
3. DELEGATION OF CERTAIN REGULATORY OBLIGATIONS
3.1 As of the date hereof and through the term of this Agreement, the Agent shall (i) perform the Fund’s obligations under the Fund’s Anti-Money Laundering Program, including a Customer Identification Program (“CIP”) (the “AML Program”) in compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
| 2 |
Terrorism Act of 2001 (the “USA PATRIOT Act”), and (ii) perform the Fund’s obligations under the Fund’s policies and procedures to comply with the sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Asset Control (“OFAC”), Rule 22c-2 promulgated under the Investment Company Act of 1940, as amended (“Rule 22c-2”), Regulation S-P adopted by the Securities and Exchange Commission (“SEC”) and various state privacy requirements (collectively, “Reg S-P”), and the Federal Trade Commission’s (and by November 20, 2013, the SEC’s) Identity Theft Red Flags Rule (“Identity Theft Red Flags”).
3.2. The Agent shall provide the Fund and its agents with reasonable access to all records related to the establishment and maintenance of accounts that have been retained in compliance with the Fund’s CIP and shall take such further action as may be reasonably requested by the Fund in order to facilitate compliance with the Fund’s CIP. The Agent shall provide adequate notice to customers of the Fund that the Fund is requesting information to verify their identities.
3.3 In connection with applicable anti-money laundering laws (including the reporting, recordkeeping and compliance requirements of the Bank Secrecy Act, as amended by the USA PATRIOT Act, their implementing regulations, and related SEC rules and regulations) and in connection with the Fund’s AML Program and CIP, the Fund and the Agent hereby agree and covenant that the Agent will permit federal examiners, regulators and personnel of the Fund to (i) obtain all information such federal examiners, regulators or personnel of the Fund consider necessary or appropriate relating to the Fund’s AML Program and CIP and (ii) inspect the Agent, including its facilities and records, with respect to the Fund AML Program and CIP.
3.4. The Agent shall provide the Fund and its agents with reasonable access to all records relating to its performance of the Fund’s OFAC, Rule 22c-2, Reg S-P, and Identity Theft Red Flags compliance programs, and will permit federal examiners, regulators, and personnel of the Fund to (i) obtain all information such federal examiners, regulators, or personnel of the Fund consider necessary or appropriate relating to such compliance programs and (ii) inspect the Agent, including its facilities and records, with respect to such compliance programs.
4. OTHER THIRD PARTY SERVICING ARRANGEMENTS
Servicing arrangements may currently exist or may in the future be established with various third parties (which may include entities affiliated with the Agent) who have agreed to provide services to shareholders or to retirement plans and their participants who invest in the Fund. The Agent, and not the Fund, shall be fully responsible for the payment of all amounts owing to such service providers and shall monitor the provision of such services to such shareholders or plans and participants, reporting to the Trustees at such times and in such manner as the Trustees may request from time to time.
5. STANDARD OF SERVICE; COMPLIANCE WITH LAWS.
The Agent will use its best efforts to provide high quality services to the Fund’s shareholders and in so doing will seek to take advantage of such innovations and technological improvements as may be appropriate or desirable with a view to improving the quality and,
| 3 |
where possible, reducing the cost of its services to the Fund. In performing its duties hereunder, the Agent shall comply with the provisions of all applicable laws and regulations and shall comply with the requirements of any governmental authority having jurisdiction over the Agent or the Fund with respect to the duties of the Agent hereunder.
6. COMPENSATION.
The Fund shall pay to the Agent, for its services rendered and its costs incurred in connection with the performance of its duties hereunder, such compensation and reimbursements as may from time to time be approved by vote of the Trustees.
7. DUTY OF CARE; INDEMNIFICATION.
The Agent will at all times act in good faith and exercise reasonable care in performing its duties hereunder. The Agent will not be liable or responsible for delays or errors resulting from circumstances beyond its control, including acts of civil or military authorities, national emergencies, labor difficulties, fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply.
The Agent may rely on certifications of the Clerk, the President, the Vice Chairman, the Executive Vice President, the Senior Vice President or the Treasurer of the Fund as to any action taken by the shareholders or Trustees, and upon instructions not inconsistent with this Agreement received from the President, Vice Chairman, the Executive Vice President, the Senior Vice President or the Treasurer of the Fund. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to the Agent by the Fund and, until receipt of such notice by it, the Agent shall be entitled to recognize and act in good faith upon certificates or other instruments bearing the signatures or facsimile signatures of such officers. The Agent may request advice of counsel for the Fund, at the expense of the Fund, with respect to the performance of its duties hereunder.
The Fund will indemnify and hold the Agent harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable fees and expenses of counsel) arising out of (i) any action taken by the Agent in good faith consistent with the exercise of reasonable care in accordance with such certifications, instructions or advice, (ii) any action taken by the Agent in good faith consistent with the exercise of reasonable care in reliance upon any instrument or certificate for securities believed by it (a) to be genuine, and (b) to be executed by any person or persons authorized to execute the same; provided, however, that the Agent shall not be so indemnified in the event of its failure to obtain a proper signature guarantee to the extent the same is required by the Declaration of Trust, Bylaws, current Prospectus or Statement of Additional Information of the Fund or a vote of the Trustees, and such requirement has not been waived by vote of the Trustees, or (iii) any other action taken by the Agent in good faith consistent with the exercise of reasonable care in connection with the performance of its duties hereunder.
In the event that the Agent proposes to assert the right to be indemnified under this
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Section 7 in connection with any action, suit or proceeding against it, the Agent shall promptly after receipt of notice of commencement of such action, suit or proceeding notify the Fund of the same, enclosing a copy of all papers served. In such event, the Fund shall be entitled to participate in such action, suit or proceeding, and, to the extent that it shall wish, to assume the defense thereof, and after notice from the Fund to the Agent of its election so to assume the defense thereof the Fund shall not be liable to the Agent for any legal or other expenses. The parties shall cooperate with each other in the defense of any such action, suit or proceeding. In no event shall the Fund be liable for any settlement of any action or claim effected without its consent.
8. MAINTENANCE OF RECORDS.
The Agent will maintain and preserve all records relating to its duties under this Agreement in compliance with the requirements of applicable statutes, rules and regulations, including, without limitation, Rule 31a-1 under the Investment Company Act of 1940. Such records shall be the property of the Fund and shall at all times be available for inspection and use by the officers and agents of the Fund. The Agent shall furnish to the Fund such information pertaining to the shareholder accounts of the Fund and the performance of its duties hereunder as the Fund may from time to time request. The Agent shall notify the Fund promptly of any request or demand by any third party to inspect the records of the Fund maintained by it and will act upon the instructions of the Fund in permitting or refusing such inspection.
9. FUND ACCOUNTS.
All moneys of the Fund from time to time made available for the payment of distributions to shareholders or redemptions of shares, or otherwise coming into the possession or control of the Agent or its officers, shall be deposited and held in one or more accounts maintained by the Agent solely for the benefit of the Funds.
10. INSURANCE.
The Agent will at all times maintain in effect insurance coverage, including, without limitation, Errors and Omissions, Fidelity Bond and Electronic Data Processing coverages, at levels of coverage consistent with those customarily maintained by other high quality investor servicing agents for registered investment companies and with such policies as the Trustees may from time to time adopt.
11. EMPLOYEES.
The Agent shall be responsible for the employment, control and conduct of its agents and employees and for injury to such agents or employees or to others caused by such agents or employees. The Agent shall assume full responsibility for its agents and employees under applicable statutes and agrees to pay all applicable employer taxes thereunder with respect to such agents and employees, and such agents and employees shall in no event be considered to be agents or employees of the Fund.
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12. TERMINATION.
This Agreement shall continue indefinitely until terminated by not less than ninety (90) days prior written notice given by the Fund to the Agent, or by not less than six months prior written notice given by the Agent to the Fund.
In the event that in connection with any such termination a successor to any of the Agent’s duties or responsibilities hereunder is designated by the Fund by written notice to the Agent, the Agent will cooperate fully in the transfer of such duties and responsibilities, including provision for assistance by the Agent’s personnel in the establishment of books, records and other data by such successor. The Fund will reimburse the Agent for all expenses incurred by the Agent in connection with such transfer.
13. MISCELLANEOUS.
This Agreement shall be construed and enforced in accordance with and governed by the laws of The Commonwealth of Massachusetts.
The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions of this Agreement or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
A copy of the Declaration of Trust (including any amendments thereto) of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees as trustees and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees or officers or shareholders individually, but binding only upon the assets and property of the Fund.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date and year first above written.
| THE PUTNAM FUNDS, listed on Appendix A |
| By | /s/ Jonathan S. Horwitz | ||
| Name: | Jonathan S. Horwitz | ||
| Title: | Executive Vice President, Principal | ||
| Executive Officer and Compliance Liaison | |||
| PUTNAM INVESTOR SERVICES, INC. |
| By | /s/ Steven D. Krichmar | ||
| Name: | Steven D. Krichmar | ||
| Title: | President | ||
| PUTNAM INVESTMENT MANAGEMENT, LLC |
| By | /s/ James P. Pappas | ||
| Name: | James P. Pappas | ||
| Title: | Director of Trustee Relations and | ||
| Authorized Person | |||
| 7 |
| APPENDIX A |
| PUTNAM FUNDS |
As amended as of November 22, 2019
| Putnam Asset Allocation Funds | |
| -Putnam Dynamic Asset Allocation Balanced Fund | |
| -Putnam Dynamic Asset Allocation Conservative Fund | |
| -Putnam Dynamic Asset Allocation Growth Fund | |
| Putnam Convertible Securities Fund | |
| Putnam Diversified Income Trust | |
| Putnam Equity Income Fund | |
| Putnam Funds Trust | |
| -Putnam Capital Spectrum Fund | |
| -Putnam Dynamic Asset Allocation Equity Fund | |
| -Putnam Dynamic Risk Allocation Fund | |
| -Putnam Emerging Markets Equity Fund | |
| -Putnam Equity Spectrum Fund | |
| -Putnam Fixed Income Absolute Return Fund | |
| -Putnam Floating Rate Income Fund | |
| -Putnam Focused Equity Fund | |
| -Putnam Global Technology Fund | |
| -Putnam Intermediate-Term Municipal Income Fund | |
| -Putnam International Value Fund | |
| -Putnam Mortgage Opportunities Fund | |
| -Putnam Mortgage Securities Fund | |
| -Putnam Multi-Asset Absolute Return Fund | |
| -Putnam Multi-Cap Core Fund | |
| -Putnam Short Duration Bond Fund | |
| -Putnam Short Term Investment Fund | |
| -Putnam Short-Term Municipal Income Fund | |
| -Putnam Small Cap Growth Fund | |
| -Putnam Ultra Short Duration Income Fund | |
| George Putnam Balanced Fund | |
| Putnam Global Equity Fund | |
| Putnam Global Health Care Fund | |
| Putnam Global Income Trust | |
| Putnam High Yield Fund | |
| Putnam Income Fund | |
| Putnam International Equity Fund | |
| 8 |
| Putnam Investment Funds | |
| -Putnam Government Money Market Fund | |
| -Putnam Growth Opportunities Fund | |
| -Putnam International Capital Opportunities Fund | |
| -Putnam International Growth Fund | |
| -Putnam PanAgora Managed Futures Strategy | |
| -Putnam PanAgora Market Neutral Fund | |
| -Putnam PanAgora Risk Parity Fund | |
| -Putnam Research Fund | |
| -Putnam Small Cap Value Fund | |
| -Putnam Sustainable Future Fund | |
| Putnam Master Intermediate Income Trust | |
| Putnam Money Market Fund | |
| Putnam Premier Income Trust | |
| Putnam Target Date Funds | |
| -Putnam Retirement Advantage Maturity Fund | |
| -Putnam Retirement Advantage 2060 Fund | |
| -Putnam Retirement Advantage 2055 Fund | |
| -Putnam Retirement Advantage 2050 Fund | |
| -Putnam Retirement Advantage 2045 Fund | |
| -Putnam Retirement Advantage 2040 Fund | |
| -Putnam Retirement Advantage 2035 Fund | |
| -Putnam Retirement Advantage 2030 Fund | |
| -Putnam Retirement Advantage 2025 Fund | |
| -Putnam Retirement Advantage 2020 Fund | |
| -Putnam RetirementReady Maturity Fund | |
| -Putnam RetirementReady 2060 Fund | |
| -Putnam RetirementReady 2055 Fund | |
| -Putnam RetirementReady 2050 Fund | |
| -Putnam RetirementReady 2045 Fund | |
| -Putnam RetirementReady 2040 Fund | |
| -Putnam RetirementReady 2035 Fund | |
| -Putnam RetirementReady 2030 Fund | |
| -Putnam RetirementReady 2025 Fund | |
| -Putnam RetirementReady 2020 Fund | |
| Putnam Sustainable Leaders Fund | |
| Putnam Variable Trust | |
| -Putnam VT Diversified Income Fund | |
| -Putnam VT Equity Income Fund | |
| -Putnam VT George Putnam Balanced Fund | |
| -Putnam VT Global Asset Allocation Fund | |
| -Putnam VT Global Equity Fund | |
| -Putnam VT Global Health Care Fund | |
| -Putnam VT Government Money Market Fund | |
| -Putnam VT Growth Opportunities Fund | |
| -Putnam VT High Yield Fund | |
| 9 |
| -Putnam VT Income Fund | |
| -Putnam VT International Equity Fund | |
| -Putnam VT International Growth Fund | |
| -Putnam VT International Value Fund | |
| -Putnam VT Mortgage Securities Fund | |
| -Putnam VT Multi-Asset Absolute Return Fund | |
| -Putnam VT Multi-Cap Core Fund | |
| -Putnam VT Research Fund | |
| -Putnam VT Small Cap Growth Fund | |
| -Putnam VT Small Cap Value Fund | |
| -Putnam VT Sustainable Future Fund | |
| -Putnam VT Sustainable Leaders Fund |
| THE PUTNAM FUNDS |
| By | /s/ Jonathan S. Horwitz | ||
| Name: | Jonathan S. Horwitz | ||
| Title: | Executive Vice President, Principal | ||
| Executive Officer and Compliance Liaison | |||
| PUTNAM INVESTOR SERVICES, INC. |
| By | /s/ Michael J. Woodall | ||
| Name: | Michael J. Woodall | ||
| Title: | President | ||
| PUTNAM INVESTMENT MANAGEMENT, LLC |
| By | /s/ Robert T. Burns | ||
| Name: | Robert T. Burns | ||
| Title: | Secretary | ||
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| AMENDED AND RESTATED |
| MASTER INTERFUND LENDING AGREEMENT |
This Amended and Restated Master Interfund Lending Agreement (as further amended, restated, supplemented or otherwise modified from time to time, the “Master Agreement”), dated as of April 3, 2020 (the “Effective Date”), is by and among each investment company listed on Schedule A or Schedule B hereto (collectively, the “Trusts,” and each portfolio series of a Trust (or if the relevant Trust has no portfolio series, then the relevant Trust) shall be referred to herein as a “Fund” and collectively as the “Funds”) and Putnam Investment Management, LLC (the “Adviser”).
WHEREAS, the Trusts and the Adviser have received an exemptive order (the “Order”) dated April 10, 2002 from the U.S. Securities and Exchange Commission permitting the Funds to participate in a joint lending and borrowing facility (the “Lending Facility”);
WHERAS, the SEC has issued an exemptive order applicable to, among others, registered open-end management investment companies other than money market funds dated March 23, 2020 (the “Temporary Order”) permitting, among other things, the Funds to deviate from certain terms and conditions of the Order;
WHEREAS, the Funds listed on Schedule A hereto (as amended from time to time) are permitted to borrow cash in accordance with the terms and conditions of the Order and the Temporary Order to satisfy redemption requests, to cover unanticipated cash shortfalls such as a Sales Fail (defined below), or for other temporary purposes (each such borrowing Fund is hereinafter referred to as a “Borrower”);
WHEREAS, the Funds listed on Schedule B hereto (as amended from time to time) are permitted to lend cash to one or more Borrowers from time to time on the terms set forth below and in accordance with the terms and conditions of the Order and the Temporary Order (each such lending Fund is hereinafter referred to as a “Lender”);
NOW THEREFORE, the parties hereto agree as follows:
1. Definitions. As used herein, the following terms shall have meanings assigned to them below:
“1940 Act” means the Investment Company Act of 1940, as amended.
“Bank Loan Rate” for any day means the rate calculated by the Credit Facility Team according to a formula established by the Board of Trustees of each Trust intended to approximate the lowest interest rate at which bank short-term loans would be available to a Borrower.
“Borrowing Instructions” has the meaning specified in Section 3.1.1 hereof.
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“Business Day” means a day on which the New York Stock Exchange is open for the purpose of transacting business.
“Credit Arrangements” means the credit arrangements that a Fund may have for borrowing for temporary or emergency purposes, including borrowings from banks and other institutional lenders.
“Credit Facility Team” means the officers and employees of the fund administration, middle office, trading and investment departments of the Adviser who are responsible for administering the Interfund Lending Facility.
“Interest Rate” means, for each date on which interest accrues hereunder, the average of (i) the higher of the OTD Rate and the Repo Rate and (ii) the Bank Loan Rate.
“Lending Instructions” has the meaning specified in Section 3.1.1 hereof.
“Loan” has the meaning specified in Section 2 hereof.
“Loan Account” has the meaning specified in Section 3.5 hereof.
“Maximum Amount” has the meaning specified in Section 2 hereof.
“Obligations” means all of the obligations (whether direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising) of a Borrower to a Lender hereunder.
“OTD Rate” on any day means the highest interest rate available to a Lender from investment in overnight time deposits.
“Outstanding Secured Borrowing” means any loan made to a Fund either under this Master Agreement or under any other agreement that is secured by assets of the Fund.
“Prospectus” means with respect to each Borrower the prospectus required to be delivered by the Borrower to offerees of its securities pursuant to the Securities Act of 1933, as amended.
“Repo Rate” on any day means the highest interest rate available to a Lender from investment in overnight repurchase agreements.
“Sales Fail” in connection with the attempted sale of a security means the cash shortfall resulting from circumstances beyond the seller’s control, such as the delay in the delivery of cash to the seller’s custodian or improper delivery instructions by the broker effecting the transaction.
“SEC” means the United States Securities and Exchange Commission.
“Secured Loan” has the meaning specified in Section 2(e) hereof.
“Security Agreement” has the meaning specified in Section 3.11(d) hereof.
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“Statement of Additional Information” means with respect to each Borrower the Statement of Additional Information which must be provided by the Borrower to recipients of its Prospectus upon request pursuant to rules and regulations adopted by the SEC.
“Unsecured Loan” means any Loan other than a Secured Loan.
2. Lending Facility. Subject to the terms and conditions of this Master Agreement, each Lender may from time to time in its discretion loan its available cash to any Borrower (a “Loan”). Each Loan shall be made for a term no longer than the least of (a) the maximum term on any outstanding loan or advance to the Borrower under its Credit Arrangements; (b) seven (7) days; or (c) the number of days required for the Borrower to receive payment for securities sold at or prior to the time the Loan is made in an amount sufficient to repay the Loan. Notwithstanding the forgoing, pursuant to the Temporary Order, a Loan may be made for any term, provided that (i) the term of any Loan made in reliance on the Temporary Order does not extend beyond the expiration of the temporary relief provided in the Temporary Order, (ii) the Board of Trustees of a Trust, including a majority of the Trustees who are not interested persons of the Trust, reasonably determines that the maximum term for any Loan to be made in reliance on the Temporary Order is appropriate, and (iii) the Loan will remain callable and subject to early repayment on the terms described in the Order. The maximum principal amount of all Loans outstanding with respect to any Borrower at any time shall not exceed the Maximum Amount the Borrower is permitted to borrow at such time under:
(a) applicable laws and regulations;
(b) the provisions of Section 5.2 hereof;
(c) agreements with federal, state, local or foreign governmental authorities or regulators applicable to the Borrower or limitations specified in the Order applicable to the Borrower’s borrowing and pledging activities, all as amended and in effect from time to time;
(d) limitations on borrowing adopted by the Borrower in its Prospectus, Statement of Additional Information or elsewhere, as amended and in effect from time to time; and
(e) in the case of Loans for which the Borrower is required to provide collateral pursuant to Section 3.11 hereof (“Secured Loans”), any limitations specified in the Security Agreement (as defined below) and any limitations on the pledging of assets adopted by the Borrower in its Prospectus, Statement of Additional Information, Credit Arrangements or elsewhere.
As used herein, the term “Maximum Amount” means the maximum amount that the Borrower is permitted to borrow in accordance with the provisions of the preceding sentence.
3. Loan Requirements.
3.1 Procedural Requirements. All loans shall be requested and funded in accordance with the procedures set forth herein and such other procedures as may be approved and adopted from time to time by the Board of Trustees of the applicable Trust (the “Interfund Lending
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Procedures”), including a majority of the trustees who are not “interested persons” as that term is used in Section 2(a)(19) of the 1940 Act.
3.1.1 Borrowing and Lending Instructions. The Adviser’s investment personnel for each participating Fund shall provide the Credit Facility Team with standing instructions as to their desire to have the Fund act as a Lender when such Fund has uninvested cash balances (“Lending Instructions”). If the designated individual or individuals in the Interfund Lending Procedures determine that a Fund has borrowing needs in accordance with the Interfund Lending Procedures, then such individual or individuals shall instruct the Credit Facility Team as to such Fund’s desire to have the Fund act as a Borrower (“Borrowing Instructions”). Such individual or individuals may revoke or change Lending Instructions or Borrowing Instructions in accordance with the Interfund Lending Procedures with respect to a Fund by notifying the Credit Facility Team.
3.1.2 Allocation Procedures. On each Business Day, the Credit Facility Team shall seek to collect data on the uninvested cash of Funds listed on Schedule B hereto from such Funds’ custodian. On each occasion that a Fund delivers Borrowing Instructions to the Credit Facility Team, the Credit Facility Team will seek to match the amount and term of the Fund’s borrowing needs with the cash available from the Funds that have provided Lending Instructions in accordance with allocation and administrative procedures established by the Board of Trustees. The Credit Facility Team shall allocate the borrowing demand and lending needs among the Funds on what the Credit Facility Team deems to be an equitable basis and in accordance with the Interfund Lending Procedures. The Credit Facility Team shall not solicit cash for Loans from any Funds or publish or disseminate the amount of any current borrowing demand to the Adviser’s investment personnel.
No Loan may be made unless the Interest Rate is more favorable for the Lender than both the OTD Rate and the Repo Rate and more favorable for the Borrower than the Bank Loan Rate.
3.1.3 Funding the Loans. If a Loan has been allocated to a Lender and Borrower pursuant to Section 3.1.2 hereof, and the Loan is otherwise in compliance with the requirements set forth in the Order, the Lender shall make such Loan to the Borrower. The proceeds of each Loan made by the Lender to the Borrower shall be wired (or transferred if Borrower and Lender have the same custodian) at the Borrower’s expense in accordance with the wiring instructions for each Fund, as in effect from time to time, to an account maintained on the Borrower’s behalf by its custodian.
3.1.4 Obligations Arising from Loan. Each Loan made by the Lender to Borrower shall:
(a) obligate the Borrower to borrow the principal amount of the Loan at the Interest Rate applicable thereto for the term thereof solely for use by the Borrower;
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(b) constitute a representation and warranty by the Borrower to the Lender that
(i) the Loan requested thereby
(A) is permitted under the Borrower’s most recent Prospectus and Statement of Additional Information, except to the extent that any deviations from the applicable disclosure in the Prospectus or Statement of Additional Information are consistent with the Temporary Order,
(B) is in accordance with the requirements of the Order (except to the extent the Temporary Order permits deviations therefrom) and the Temporary Order applicable to the Borrower,
(C) will not, when made, cause the aggregate indebtedness of the Borrower to exceed the Maximum Amount then in effect, and
(D) will be used by the Borrower only in accordance with Section 3.7 hereof; and
(ii) all of the representations and warranties of the Borrower contained in Section 4 hereof are true and correct as of the date of such Loan as though made on and as of such date; and
(iii) all material facts about the Borrower’s intended participation in the Lending Facility are fully disclosed in the Borrower’s Statement of Additional Information, except to the extent that any deviations from the applicable disclosure in the Statement of Additional Information are consistent with the Temporary Order; and
(c) constitute a representation and warranty by the Lender to the Borrower that the Loan thereby
(i) is permitted under the Lender’s most recent Prospectus and Statement of Additional Information, except to the extent that any deviations from the applicable disclosure in the Prospectus and Statement of Additional Information are consistent with the Temporary Order;
(ii) is in accordance with the requirements of the Order (except to the extent the Temporary Order permits deviations therefrom) and the Temporary Order applicable to the Lender; and
(iii) all material facts about the Lender’s intended participation in the Lending Facility are fully disclosed in the Lender’s Statement of Additional Information, except to the extent that any deviations from the applicable disclosure in the Statement of Additional Information are consistent with the Temporary Order.
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3.2 Repayment of Loans. The principal amount of each Loan shall be repaid by the Borrower from the assets of the Borrower on the earlier of one (1) Business Day after demand by the Lender or the expiration of the term of the Loan.
3.3 Interest. The outstanding principal amount of each Loan shall bear interest until maturity at the Interest Rate. Interest accrued on each Loan shall be paid by the Borrower upon the earlier of (a) mutually agreed times, or (b) the maturity of such Loan. Amounts overdue hereunder (including, without limitation, overdue principal, and, to the extent permitted by law, overdue interest, fees, charges and expenses) shall bear interest until paid at an annual rate equal to the sum of (i) the Interest Rate applicable to such Loan prior to its maturity and (ii) two percent (2%).
3.4 Prepayments. Loans may be prepaid in whole or in part prior to the date on which such Loan is due and payable without premium or penalty.
3.5 Loan Records Accounts. Promptly after a Loan has been made, the Credit Facility Team shall note on its records for the Borrower and Lender, confirming (a) the principal amount of such Loan, (b) the Interest Rate applicable thereto and (c) the maturity thereof. The Credit Facility Team will maintain a separate account on its books for each Lender and Borrower (a “Loan Account”) on which will be recorded, in accordance with the Adviser’s customary accounting practice, (a) all Loans made by a Lender to a Borrower, (b) all payments of such Loans made to a Lender, and (c) all other charges and expenses properly chargeable to the Borrower. The debit balance of each Fund’s Loan Account shall reflect the amount of the Borrower’s indebtedness from time to time to the Lenders hereunder. Any written statement maintained by the Credit Facility Team regarding the Loan shall, in the absence of manifest error, constitute conclusive evidence of the indebtedness of the Borrower to the Lender as of the date of such statement, provided, however, that the failure of the Credit Facility Team to make such statement shall not impair the validity or binding nature of the Borrower’s Obligations with respect to such Loan.
3.6 Computations. All computations hereunder shall be computed on the basis of the actual number of days elapsed and a 360-day year.
3.7 Use of Proceeds. The proceeds of each Loan made hereunder with respect to any Fund shall be used only by such Fund in accordance with its Prospectus and Statement of Additional Information for temporary purposes to satisfy redemption requests, to cover unanticipated cash shortfalls such as a Sales Fail, or for other temporary purposes as permitted by the Interfund Lending Procedures.
3.8 Discretionary Facility. It is acknowledged and agreed by each Borrower that each Lender has no obligation to make any Loan hereunder unless it has issued Lending Instructions, and that the decision whether or not to issue Lending Instructions under this Master Agreement is within the sole and exclusive discretion of each Lender. It is acknowledged and agreed by each Lender that no Borrower is obligated to borrow money hereunder unless it has issued Borrowing Instructions.
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3.9 Termination of Participation in the Lending Facility. Each Lender and each Borrower may terminate its participation in this Master Agreement at any time by written notice to the Credit Facility Team; provided that on or before the date of any termination the relevant Lender or Borrower has no Loans outstanding. The Adviser may at any time by delivery of a revised Schedule A or Schedule B, as applicable, to the Credit Facility Team add additional Funds that are eligible to rely on the Order as parties to this Master Agreement, whereupon those additional Funds shall be treated for all purposes as a Borrower and as a Lender, as applicable.
3.10 Recourse to Assets. Loans made to any Borrower shall be repaid solely from the assets of such Borrower, and a Lender shall have no right of recourse or offset against the assets of any other Fund with respect to such Loans or any default in respect thereto. Each Lender’s liability under this Master Agreement with respect to a Loan shall be solely limited to the Lender’s assets and each Borrower hereby waives any and all rights it may have against any other Funds with respect to such Loan or any default by Lender with respect thereto.
3.11 Collateral Security for Loans.
(a) As a condition precedent to making any Loan to any Borrower or continuing any Loan made to any Borrower, the Borrower covenants and agrees that in the event that (i) the Borrower’s outstanding borrowings from all sources immediately after the Loan would exceed 10% of its total assets or (ii) the Borrower’s outstanding borrowings from all sources exceed 10% of the Borrower’s total assets for any reason (such as a decline in net asset value or because of shareholder redemptions), within one (1) Business Day (except as required by Section 3.11(b) below), the Borrower will
(i) repay all its outstanding Loans;
(ii) reduce its outstanding indebtedness to 10% or less of its total assets; or
(iii) secure each outstanding Loan by the pledge of segregated collateral for such Loan and by transfer of such collateral into a segregated account in the name of the Lender or the entering into, by the Borrower, the Lender and the Borrower’s custodian, of a control agreement satisfactory to the Lender. The minimum market value of the stock and other portfolio securities of the Borrower required to be pledged as collateral to the Lender hereunder with respect to any Secured Loan shall be determined by the Lender in its discretion but, in all cases, will have a market value at least equal to 102% of the outstanding principal value of the loan.
Until each Loan that is outstanding at any time that a Borrower’s outstanding borrowings exceed 10% of its assets is repaid or the Borrower’s outstanding borrowings cease to exceed 10% of its total assets, the Borrower shall mark the value of the collateral to market each day and will pledge and transfer to a segregated account in the name of the Lender such additional collateral as is necessary to maintain the market value of the collateral that secures each outstanding Loan at least equal to 102% of the outstanding principal value of the Loan. Subject to Sections 3.11(b) and (c) hereof, once a
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Borrower’s outstanding borrowings cease to exceed 10% of its total assets, segregated collateral will no longer be required.
(b) Any Loan to a Borrower with Outstanding Secured Borrowings (i) will be at an interest rate equal to or lower than that of any outstanding bank loan, (ii) will be secured at least on an equal priority basis with at least an equivalent percentage of collateral to loan value as any outstanding bank loan that requires collateral, and (iii) will have a maturity no longer than any outstanding bank loan (and in any event not more than seven (7) days), except to the extent that any longer maturity is consistent with the Temporary Order.
(c) Notwithstanding Sections 3.11(a) and (b), if any other lender to a Borrower imposes conditions with respect to the quality of or access to collateral securing a borrowing, the Borrower’s collateral for any Loan will be subject to the same conditions (if the other lender is another Fund) or the same or better conditions (in any other circumstance).
(d) Each pledge of collateral required pursuant to this Section 3.11 shall be made in accordance with and subject to the terms and conditions set forth in the collateral security agreement dated as of the Effective Date and signed by each Trust, substantially in the form set forth in Schedule C hereto (the “Security Agreement”).
(e) If requested by the Lender, the Borrower agrees to enter into, and use reasonable efforts to cause its custodian to enter into, a control agreement with the Lender on terms satisfactory to the Lender.
3.12 Records and Reports. Each Fund will maintain and preserve for a period of not less than six years from the end of the fiscal year in which any transaction under this Master Agreement has occurred, the first two years in an easily accessible place, written records of all Loans to which it was a party setting forth: (i) a description of the terms of the transaction, including the amount, the maturity, and the rate of interest on the Loan, (ii) the rate of interest available at the time on short-term repurchase agreements and commercial bank borrowings, and (iii) a quarterly report of the Credit Facility Team to the applicable Board of Trustees and the other information presented to the applicable Board of Trustees related to their review of the Lending Facility. On a quarterly basis, the Credit Facility Team will prepare a report for the applicable Board of Trustees (i) concerning the participation of the Funds in the Lending Facility and the terms and other conditions of any extensions of credit under the Lending Facility and (ii) reporting on the operations of the Lending Facility.
4. Representations and Warranties
Each Borrower represents and warrants to each Lender and each Lender represents and warrants to each Borrower that:
(a) it is a series of the applicable Trust that is duly organized and validly existing under the laws of its jurisdiction of organization and is qualified to do business in every other jurisdiction where lack of such qualification would have a material adverse effect on its business, assets or condition (financial or otherwise);
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(b) the applicable Trust is registered as an open-end management investment company under the 1940 Act;
(c) the execution, delivery and performance by the applicable Trust of this Master Agreement
(i) are within its power,
(ii) have been duly authorized by all necessary action, and
(iii) will not
(A) contribute to or result in a breach of or default under or conflict with any existing law, order, regulation or ruling of any governmental or regulatory agency or authority, any order, writ, injunction or ruling of any court or other tribunal, or any indenture, lease agreement, instrument or other undertaking to which the Trust is a party or by which it is or its property or assets may be bound or affected, or
(B) result in the imposition of any liens or encumbrances on any property or assets of the Trust (except as contemplated hereby), or
(C) require any additional approval or consent of, or filing with, shareholders of such Trust or any governmental or regulatory agency or authority bearing on the validity of any borrowing pursuant to this Master Agreement, or
(D) violate any provision of the Trust’s Agreement and Declaration of Trust or any amendment thereof, any of its investment policies and limitations, or any provision of its most recent Prospectus or Statement of Additional Information, except to the extent that any violation of applicable investment policies and limitations or provisions in its most recent Prospectus or Statement of Additional Information is consistent with the Temporary Order;
(d) this Master Agreement is a legally valid and binding obligation of the applicable Trust, enforceable against the Fund in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles relating to or limiting the rights of creditors generally; and
(e) notwithstanding any violation that is consistent with the Temporary Order, it is not in material violation of any material term of its most recent Prospectus or Statement of Additional Information, or of its organizational documents, or of any investment, borrowing or other similar type of policy or restriction to which it is subject, or of any material term of any material agreement or instrument to which it is a party, or, to the best of its knowledge, of any judgment, decree, order, statute, rule or governmental regulation applicable to it.
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5. Covenants
5.1 Covenants in Effect Until Termination of Master Agreement. Until all of the obligations have been performed in full and its participation in the Lending Facility has been terminated as provided herein, each Borrower covenants that it will:
(a) maintain its legal existence and business; provided, however, that nothing contained in this Section 5.1(a) shall prohibit the merger or consolidation of any Borrower with or into another person upon written notice thereof to the Lenders under any Loans then outstanding, subject to the requirement that the surviving entity (if not previously a Borrower) be admitted as such in accordance with this Master Agreement, and subject to the further requirement that the surviving entity assumes all of the obligations of such Borrower under this Master Agreement, including, without limitation, the obligations of such Borrower with respect to any Loans outstanding to such Borrower at the time of such merger or consolidation;
(b) at any time and from time to time, at its own expense, promptly execute and deliver or file all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Lender may request, in order to perfect, protect, validate or preserve any security interest granted or pledged to the Lender pursuant to Section 3.11 hereof or to enable the Lender to exercise and enforce its rights and remedies thereunder with respect thereto;
(c) file all federal and other tax returns, reports and declarations required by all relevant jurisdictions on or before the due dates for such returns, reports and declarations and will pay all taxes and other governmental assessments and charges as and when they become due;
(d) notwithstanding any non-compliance that is consistent with the Temporary Order, comply in all material respects with all of its investment policies and restrictions and all applicable statutes, rules, regulations and orders of, and all applicable restrictions imposed by, all governmental authorities in respect of the conduct of its business and the ownership of its properties; provided that such Borrower shall not be required by reason of this section to comply therewith at any time while such Borrower shall be contesting its obligations to do so in good faith by appropriate proceedings promptly initiated and diligently conducted;
(e) promptly notify the Lender of any material change in its agreements with governmental authorities or regulators or its investment policies or restrictions or of any Credit Arrangements or modifications thereof; and
(f) upon request from the Lender from time to time, furnish to the Lender at reasonable times and intervals any information with respect to its financial standing and history or its property or business or prospects.
5.2 Covenants in Effect While Loans Are Outstanding.
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5.2.1 The Borrower covenants that, so long as any principal of or interest on any Loan made to it is outstanding, it will:
(a) not, as long as any Unsecured Loan is outstanding hereunder, create or permit to exist any encumbrance in favor of any person or entity other than the Lender upon any of the assets of the Borrower other than (i) encumbrances created in connection with portfolio investments of the Borrower and (ii) to secure the Borrower’s obligations under any Credit Arrangement, in each case to the extent permitted by the provisions of its Prospectus and Statement of Additional Information;
(b) not take out any Loan that
(i) immediately after such Loan would cause the total of such loans to exceed 33 1/3% of the Borrower’s total assets, or
(ii) would cause such Borrower’s total loans to exceed 10% of such Borrower’s total assets unless any Loan hereunder is secured in accordance with Section 3.11 hereof;
(c) not, as long as any Loan made with respect to the Borrower is outstanding, allow the total amount of such Borrower’s Loans, as measured on the day when the most recent Loan was made, to exceed the greater of 125% of such Borrower’s total net cash redemptions for the preceding seven (7) calendar days and 102% of Sales Fails for the preceding seven (7) calendar days;
(d) notify the Lender if it draws on its Credit Arrangements, borrows from other Lenders under the Master Agreement, or borrows from other parties; and
(e) notify the Lender promptly of
(i) any material changes in its method of business, Prospectus, Statement of Additional Information, and
(ii) the occurrence of any event which would make any of the representations and warranties contained herein, or in any document, instrument or certificate delivered in connection herewith, untrue or inaccurate in any material respect.
5.2.2 The Lender covenants that
(a) its Loans to a single Borrower will not exceed 5% of the Lender’s net assets; and
(b) its aggregate Loans to all Borrowers constitute 15% or less of the Lender’s net assets at the time of any Loan;
provided, however, that, notwithstanding Section 5.2.2(b), pursuant to the Temporary Order, the Lender’s aggregate Loans to all Borrowers may constitute up to 25% of the Lender’s net assets at the time of any Loan, subject to the conditions of the Temporary Order.
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6. Documents to be Delivered Prior to Initial Loan. The Borrower shall deliver to the Lender prior to the first Loan between the parties any documents as the Lender shall have requested in order to comply with applicable rules and regulations promulgated by governmental and regulatory authorities.
7. Default
7.1 Events of Default. The occurrence of any one or more of the following events (“Events of Default”) shall constitute an immediate Event of Default with respect to the Borrower:
(a) The Borrower shall fail to pay principal of, or interest on, any Loan as and when due, or the Borrower shall fail to perform any of its other Obligations; or
(b) There shall be a default by the Borrower under any Credit Arrangement, whether such Credit Arrangement now exists or shall hereafter be created, which default extends beyond any period of grace provided with respect thereto and which default relates to
(i) the obligations to pay the principal of or interest on any such indebtedness under the Credit Arrangement, or
(ii) an obligation other than the obligation to pay the principal of or interest on any such indebtedness and the effect of such default is to cause, or to permit the lender under the Credit Arrangement to cause, with the giving of notice if required, such indebtedness to become due prior to its stated maturity; or
(c) Subject to the exceptions noted in Section 4 with respect to the provisions of the Temporary Order, any representation or warranty made by the Borrower in Section 4 of this Master Agreement, or in connection with any Loan made to or pledge of pledged collateral made by the Borrower, shall prove to have been incorrect in any material respect when made; or
(d) The Borrower shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any governmental or public authority shall take over possession or control of a substantial part of the Borrower’s business; or any of the Borrower’s property shall become subject to attachment or other involuntary lien or levy; or any action or proceeding shall be commenced by the Borrower seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or debtors, seeking the entry of an order for relief of the appointment of a receiver, trustee, or similar official for it or for any substantial part of its property, or any such proceeding is commenced against it which results in the entry of an order for such relief or such proceeding is not dismissed or stayed for a period of sixty (60) days following such commencement; or
(e) An event of default occurs under any agreement evidencing an outstanding bank loan to the Borrower; provided that, in such circumstance, that event of default will
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automatically (without need for action or notice by the Lender) constitute an immediate event of default entitling the Lender to call the Loan (and exercise all rights with respect to any collateral) and that such a call will be deemed made if the lending bank exercises its right to call its loan under its agreement with the Borrower.
7.2 Remedies
7.2.1 Arbitration. In the event an Event of Default under Section 7.1(a) has occurred and not been cured within two Business Days from the Loan’s maturity or from the time the Lender makes a demand for payment (and none of the Events of Default specified in Section 7.1(d) has occurred), the Lender and the Borrower agree that such matter shall be submitted for binding arbitration to an independent arbitrator selected by the Board of Trustees of the Lender and Borrower. If the dispute involves a Lender and Borrower with different Boards of Trustees, the respective Boards of Trustees of the Lender and Borrower will select an independent arbitrator that is satisfactory to each party. Such independent arbitrator’s decision shall be binding and conclusive between the Lender and the Borrower. Such Arbitrator shall submit at least annually a written report of any dispute to the Boards of Trustees of the Funds describing the nature of any dispute and the actions taken by the Lender and Borrower to resolve the dispute.
7.2.2 Other Rights and Remedies. If an Event of Default has occurred and has not been resolved pursuant to Section 7.2.1, or any other Event of Default has occurred, then the Lender shall be entitled to exercise any and all rights and remedies available to it at law or in equity, including without limitation any rights and remedies that may be available to it under the Security Agreement referred to in Section 3.11 to the Master Agreement and, with respect to an Event of Default specified in Section 7.1(e), any rights and remedies available to it under Section 7.1(e), and the Borrower shall pay to the Lender all reasonable expenses and disbursements incurred by the Lender in connection with the enforcement of its rights and remedies under this Master Agreement including the reasonable fees and out-of-pocket expenses of counsel for the Lender with respect thereto.
8. Notice. Except as otherwise expressly provided herein, all notices hereunder to any party shall be in writing and shall be delivered in hand, mailed by United States registered or certified first-class mail, postage prepaid or sent by fax, addressed to such party to the attention of the person specified in the following sentence at the address set forth for such party below, or to such other person or address as such party may designate to the other party hereto by notice delivered in accordance with this Section 8. All notices to the Borrower shall be addressed to the Treasurer of the Borrower and all notices from the Borrower to the Lender shall be addressed to the Treasurer of the Lender. Written notice to the Credit Facility Team shall be sent to the following address: Putnam Investment Management, LLC, 100 Federal Street, Boston, MA 02110. The address for all Funds listed in this Master Agreement is: 100 Federal Street, Boston, MA 02110.
9. Amendments. Neither this Master Agreement nor any provision hereof may be amended in any respect except by a statement in writing executed by the parties hereto.
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10. Assignment. All of the terms of this Master Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns; provided, that the Borrower shall not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Lender.
11. Survival of Covenants, Representations and Warranties. All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.
12. Section Headings. The descriptive section headings in this Master Agreement have been inserted for convenience of reference only and shall not be deemed to limit or otherwise affect the construction of any provision thereof or hereof.
13. Counterparts. This Master Agreement and the documents contemplated hereby may be executed simultaneously in any number of counterparts each of which when so executed and delivered shall be an original, but all of which shall together constitute but one and the same document.
14. Severability. If any of the provisions of this Master Agreement or any instrument delivered hereunder or the application thereof to any party hereto or to any person or circumstances is held invalid, the remainder of this Master Agreement or such instrument and the application thereof to any party hereto or to any other person or circumstances shall not be affected thereby.
15. Governing Law. This Master Agreement shall be governed by, and construed in accordance with, the laws of The Commonwealth of Massachusetts, without giving effect to principles of conflicts of law.
16. Entire Agreement. This Master Agreement and the other documents contemplated hereby and executed in connection herewith express the entire understanding of the parties with respect to the transactions contemplated hereby.
17. Limitation of Liability of the Board of Trustees. A copy of the Agreement and Declaration of Trust of each Trust is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of each Trust as Trustees of such Trust and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the applicable Trust.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Master Agreement to be duly executed as an instrument under seal by its duly authorized officer as of the date first written above.
| ALL TRUSTS LISTED ON SCHEDULE A OR SCHEDULE B | ||
| By: | _/s/ Jonathan S. Horwitz_____________ | |
| Name: | Jonathan S. Horwitz | |
| Title: | Executive Vice President, Principal Executive Officer and Compliance Liaison | |
| PUTNAM INVESTMENT MANAGEMENT, LLC | ||
| By: | _/s/ Robert T. Burns__________________ | |
| Name: | Robert T. Burns | |
| Title: | Secretary | |
| SCHEDULE A – Borrowing Funds |
As amended as of April 3, 2020
Except as otherwise indicated below, for each Fund, the Master Agreement was effective as of July 16, 2010.
| Putnam Asset Allocation Funds | |
| -Putnam Dynamic Asset Allocation Balanced Fund | |
| -Putnam Dynamic Asset Allocation Conservative Fund | |
| -Putnam Dynamic Asset Allocation Growth Fund | |
| -Putnam Income Strategies Portfolio (effective 11/22/19) | |
| Putnam California Tax Exempt Income Fund | |
| Putnam Convertible Securities Fund | |
| Putnam Diversified Income Trust | |
| Putnam Equity Income Fund | |
| Putnam Funds Trust | |
| -Putnam Capital Spectrum Fund | |
| -Putnam Dynamic Asset Allocation Equity Fund | |
| -Putnam Dynamic Risk Allocation Fund (effective 9/9/11) | |
| -Putnam Emerging Markets Equity Fund | |
| -Putnam Equity Spectrum Fund | |
| -Putnam Fixed Income Absolute Return Fund (effective 9/20/19) | |
| -Putnam Floating Rate Income Fund | |
| -Putnam Focused Equity Fund (effective 9/20/19) | |
| -Putnam Global Technology Fund | |
| -Putnam Intermediate-Term Municipal Income Fund (effective 12/14/12) | |
| -Putnam International Value Fund | |
| -Putnam Mortgage Opportunities Fund (effective 4/6/15) | |
| -Putnam Multi-Asset Absolute Return Fund (effective 9/20/19) | |
| -Putnam Multi-Cap Core Fund (effective 5/14/10) | |
| -Putnam Short Duration Bond Fund | |
| -Putnam Short-Term Municipal Income Fund (effective 12/14/12) | |
| -Putnam Small Cap Growth Fund | |
| -Putnam Ultra Short Duration Income Fund (effective 6/17/11) | |
| George Putnam Balanced Fund | |
| Putnam Global Equity Fund | |
| Putnam Global Health Care Fund | |
| Putnam Global Income Trust | |
| Putnam High Yield Fund | |
| Putnam Income Fund | |
| Putnam International Equity Fund | |
| Putnam Investment Funds | |
| -Putnam Growth Opportunities Fund | |
| -Putnam International Capital Opportunities Fund | |
| -Putnam International Growth Fund | |
| -Putnam PanAgora Managed Futures Strategy (effective 6/23/17) | |
| -Putnam PanAgora Market Neutral Fund (effective 6/23/17) | |
| -Putnam PanAgora Risk Parity Fund (effective 6/23/17) | |
| -Putnam Research Fund | |
| -Putnam Small Cap Value Fund | |
| -Putnam Sustainable Future Fund (effective 9/20/19) | |
| Putnam Massachusetts Tax Exempt Income Fund | |
| Putnam Minnesota Tax Exempt Income Fund | |
| Putnam Mortgage Securities Fund (effective 9/20/19) | |
| Putnam New Jersey Tax Exempt Income Fund | |
| Putnam New York Tax Exempt Income Fund | |
| Putnam Ohio Tax Exempt Income Fund | |
| Putnam Pennsylvania Tax Exempt Income Fund | |
| Putnam Sustainable Leaders Fund (effective 9/20/19) | |
| Putnam Target Date Funds | |
| -Putnam Retirement Advantage Maturity Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2060 Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2055 Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2050 Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2045 Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2040 Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2035 Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2030 Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2025 Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2020 Fund (effective 11/22/19) | |
| -Putnam RetirementReady Maturity Fund | |
| -Putnam RetirementReady 2060 Fund (effective 11/30/15) | |
| -Putnam RetirementReady 2055 Fund (effective 6/11/10) | |
| -Putnam RetirementReady 2050 Fund | |
| -Putnam RetirementReady 2045 Fund | |
| -Putnam RetirementReady 2040 Fund | |
| -Putnam RetirementReady 2035 Fund | |
| -Putnam RetirementReady 2030 Fund | |
| -Putnam RetirementReady 2025 Fund | |
| -Putnam RetirementReady 2020 Fund | |
| Putnam Tax Exempt Income Fund | |
| Putnam Tax-Free Income Trust | |
| -Putnam AMT-Free Municipal Fund | |
| -Putnam Tax-Free High Yield Fund | |
| Putnam Variable Trust | |
| -Putnam VT Diversified Income Fund | |
| -Putnam VT Equity Income Fund | |
| -Putnam VT George Putnam Balanced Fund | |
| -Putnam VT Global Asset Allocation Fund | |
| -Putnam VT Global Equity Fund | |
| -Putnam VT Global Health Care Fund | |
| -Putnam VT Growth Opportunities Fund | |
| -Putnam VT High Yield Fund | |
| -Putnam VT Income Fund | |
| -Putnam VT International Equity Fund | |
| -Putnam VT International Growth Fund | |
| -Putnam VT International Value Fund | |
| -Putnam VT Mortgage Securities Fund (effective 9/20/19) | |
| -Putnam VT Multi-Asset Absolute Return Fund (effective 9/20/19) | |
| -Putnam VT Multi-Cap Core Fund (effective 9/20/19) | |
| -Putnam VT Research Fund | |
| -Putnam VT Small Cap Growth Fund (effective 9/20/19) | |
| -Putnam VT Small Cap Value Fund | |
| -Putnam VT Sustainable Future Fund (effective 9/20/19) | |
| -Putnam VT Sustainable Leaders Fund (effective 9/20/19) | |
| EACH TRUST LISTED ABOVE, ON BEHALF OF EACH OF ITS FUNDS LISTED ABOVE | ||
| By: | __/s/ Jonathan S. Horwitz______________________ | |
| Name: | Jonathan S. Horwitz | |
| Title: | Executive Vice President, Principal Executive Officer and Compliance Liaison | |
| PUTNAM INVESTMENT MANAGEMENT, LLC | ||
| By: | _/s/ Robert T. Burns_________________________ | |
| Name: | Robert T. Burns | |
| Title: | Secretary | |
| SCHEDULE B – Lending Funds |
As amended as of April 3, 2020
Except as otherwise indicated below, for each Fund, the Master Agreement was effective as of July 16, 2010.
| Putnam Asset Allocation Funds | |
| -Putnam Dynamic Asset Allocation Balanced Fund | |
| -Putnam Dynamic Asset Allocation Conservative Fund | |
| -Putnam Dynamic Asset Allocation Growth Fund | |
| -Putnam Income Strategies Portfolio (effective 11/22/19) | |
| Putnam Convertible Securities Fund | |
| Putnam Diversified Income Trust | |
| Putnam Equity Income Fund | |
| Putnam Funds Trust | |
| -Putnam Capital Spectrum Fund | |
| -Putnam Dynamic Asset Allocation Equity Fund | |
| -Putnam Dynamic Risk Allocation Fund (effective 9/9/11) | |
| -Putnam Emerging Markets Equity Fund | |
| -Putnam Equity Spectrum Fund | |
| -Putnam Fixed Income Absolute Return Fund (effective 9/20/19) | |
| -Putnam Floating Rate Income Fund | |
| -Putnam Focused Equity Fund (effective 9/20/19) | |
| -Putnam Global Technology Fund | |
| -Putnam Intermediate-Term Municipal Income Fund (effective 12/14/12) | |
| -Putnam International Value Fund | |
| -Putnam Mortgage Opportunities Fund (effective 4/6/15) | |
| -Putnam Multi-Asset Absolute Return Fund (effective 9/20/19) | |
| -Putnam Multi-Cap Core Fund (effective 5/14/10) | |
| -Putnam Short Duration Bond Fund | |
| -Putnam Short Term Investment Fund (effective 11/9/12) | |
| -Putnam Short-Term Municipal Income Fund (effective 12/14/12) | |
| -Putnam Small Cap Growth Fund | |
| -Putnam Ultra Short Duration Income Fund (effective 6/17/11) | |
| George Putnam Balanced Fund | |
| Putnam Global Equity Fund | |
| Putnam Global Health Care Fund | |
| Putnam Global Income Trust | |
| Putnam High Yield Fund | |
| Putnam Income Fund | |
| Putnam International Equity Fund | |
| Putnam Investment Funds | |
| -Putnam Government Money Market Fund (effective 10/16/15) | |
| -Putnam Growth Opportunities Fund | |
| -Putnam International Capital Opportunities Fund | |
| -Putnam International Growth Fund | |
| -Putnam PanAgora Managed Futures Strategy (effective 6/23/17) | |
| -Putnam PanAgora Market Neutral Fund (effective 6/23/17) | |
| -Putnam PanAgora Risk Parity Fund (effective 6/23/17) | |
| -Putnam Research Fund | |
| -Putnam Small Cap Value Fund | |
| -Putnam Sustainable Future Fund (effective 9/20/19) | |
| Putnam Master Intermediate Income Trust | |
| Putnam Money Market Fund | |
| Putnam Mortgage Securities Fund (effective 9/20/19) | |
| Putnam Premier Income Trust | |
| Putnam Sustainable Leaders Fund (effective 9/20/19) | |
| Putnam Target Date Funds | |
| -Putnam Retirement Advantage Maturity Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2060 Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2055 Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2050 Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2045 Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2040 Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2035 Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2030 Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2025 Fund (effective 11/22/19) | |
| -Putnam Retirement Advantage 2020 Fund (effective 11/22/19) | |
| -Putnam RetirementReady Maturity Fund | |
| -Putnam RetirementReady 2060 Fund (effective 11/30/15) | |
| -Putnam RetirementReady 2055 Fund (effective 6/11/10) | |
| -Putnam RetirementReady 2050 Fund | |
| -Putnam RetirementReady 2045 Fund | |
| -Putnam RetirementReady 2040 Fund | |
| -Putnam RetirementReady 2035 Fund | |
| -Putnam RetirementReady 2030 Fund | |
| -Putnam RetirementReady 2025 Fund | |
| -Putnam RetirementReady 2020 Fund | |
| Putnam Variable Trust | |
| -Putnam VT Diversified Income Fund | |
| -Putnam VT Equity Income Fund | |
| -Putnam VT George Putnam Balanced Fund | |
| -Putnam VT Global Asset Allocation Fund | |
| -Putnam VT Global Equity Fund | |
| -Putnam VT Global Health Care Fund | |
| -Putnam VT Government Money Market Fund | |
| -Putnam VT Growth Opportunities Fund | |
| -Putnam VT High Yield Fund | |
| -Putnam VT Income Fund | |
| -Putnam VT International Equity Fund | |
| -Putnam VT International Growth Fund | |
| -Putnam VT International Value Fund | |
| -Putnam VT Mortgage Securities Fund (effective 9/20/19) | |
| -Putnam VT Multi-Asset Absolute Return Fund (effective 9/20/19) | |
| -Putnam VT Multi-Cap Core Fund (effective 9/20/19) | |
| -Putnam VT Research Fund | |
| -Putnam VT Small Cap Growth Fund (effective 9/20/19) | |
| -Putnam VT Small Cap Value Fund | |
| -Putnam VT Sustainable Future Fund (effective 9/20/19) | |
| -Putnam VT Sustainable Leaders Fund (effective 9/20/19) |
| EACH TRUST LISTED ABOVE, ON BEHALF OF EACH OF ITS FUNDS LISTED ABOVE | ||
| By: | __/s/ Jonathan S. Horwitz__________________ | |
| Name: | Jonathan S. Horwitz | |
| Title: | Executive Vice President, Principal Executive Officer and Compliance Liaison | |
| PUTNAM INVESTMENT MANAGEMENT, LLC | ||
| By: | _/s/ Robert T. Burns______________________ | |
| Name: | Robert T. Burns | |
| Title: | Secretary | |
| SCHEDULE C |
| AMENDED AND RESTATED COLLATERAL SECURITY AGREEMENT |
This Amended and Restated Collateral Security Agreement (this “Agreement”) is made this 3rd day of April, 2020, by and among each investment company listed on the signature pages hereto (each, a “Trust” and collectively, the “Trusts”), on behalf of each Borrower and Lender (as such terms are defined in the Master Agreement (defined below)).
WHEREAS, each Trust, on behalf of each Borrower and Lender, has entered into an Amended and Restated Master Interfund Lending Agreement dated as of April 3, 2020 by and among each Trust and Putnam Investment Management, LLC (the “Master Agreement”) in accordance with the terms of (i) the exemptive order from the U.S. Securities and Exchange Commission (the “SEC”) dated April 10, 2002 (the “Order”) exempting such Borrowers and Lenders and Putnam Investment Management, LLC from certain provisions of the Investment Company Act of 1940, as amended; (ii) the exemptive order from the SEC applicable to, among others, registered open-end management investment companies other than money market funds dated March 23, 2020 permitting, among other things, the Borrowers and Lenders to deviate from certain terms and conditions of the Order; and (iii) the Interfund Lending Procedures, as in effect from time to time, for Loans by and among the Funds;
NOW, THEREFORE, each Borrower, in consideration of Loans heretofore, now or from time to time hereafter made, given or extended to the Borrower by a Lender, hereby agrees with the Lenders as follows:
1. Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed thereto in the Master Agreement.
2. Effective upon the transfer of collateral, pursuant to Section 3.11 of the Master Agreement, or as provided herein, to an account owned or controlled by a Lender, as security for the payment of any and all loans heretofore, now or from time to time hereafter made, given or extended to a Borrower by the Lender under and pursuant to the Master Agreement (which loans shall hereinafter be referred to collectively as the “Secured Liabilities” and each individually as a “Secured Liability”), the Lender shall have, and the Borrower hereby grants to the Lender, a security interest in (i) any and all securities and other instruments owned by the Borrower which have been or at any time shall be delivered to the Lender or its custodian by or on behalf of the Borrower or have or at any time shall otherwise come into the possession, custody or control of the Lender or its custodian, including securities and other instruments held in depository trust companies and other institutions and clearing agencies in segregated accounts in the name of the Lender; (ii) all right, title, interest and power (including the power of hypothecation and disposition) of the Borrower in, or in respect of any and all securities and other instruments owned by the Borrower which have or at any time shall come into the possession, custody or control of the Lender or its custodian in any way for any
purpose whatsoever, whether or not the Lender shall have accepted said property for the purpose or purposes for which said property was delivered to or otherwise caused to come into the possession, custody or control of the Lender or its custodian; and (iii) all proceeds of any of the foregoing. All property shall be deemed to be in the possession, custody or control of the Lender as soon as it is transferred to the Lender or its custodian or if the Lender and the Borrower enter into a control agreement satisfactory to the Lender with the Borrower’s custodian. If the Lender shall at any time deem itself insecure in respect of any Secured Liability, the Borrower will deliver to the Lender or its custodian upon demand additional collateral owned by the Borrower satisfactory to the Lender. The term “collateral” as hereinafter used shall mean and include the securities and other instruments, together with proceeds of the securities and other instruments, and any and all property, rights, titles, powers, sums, receivables or claims which by virtue of the provisions of this Agreement are or shall be at the time in question subject to a security interest in favor of the Lender.
3. Upon the occurrence and during the continuance of an Event of Default (as defined in the Master Agreement), or any time or times thereafter, (i) the Lender may exercise any and all rights and remedies (a) granted to the Lender by the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts or otherwise allowed at law, and/or (b) otherwise provided by this Agreement or the Master Agreement, and (ii) any and all Secured Liabilities of the Borrower shall, at the option of the Lender, become due and payable without notice or demand, notwithstanding any credit or time allowed to the Borrower by any instrument or other document evidencing the same or otherwise.
4. Upon the occurrence and during the continuance of an Event of Default, the Lender shall have full power and authority to sell any or all of the collateral of the Borrower. Except as required by law, such sale or other disposition may be made without advertisement or any notice to the Borrower or to any other person. Where reasonable notification of the time or place of such sale or other disposition is so required, such requirement shall be met if such notice is given in the manner prescribed in Paragraph 10 hereof at least five days before the time of such sale or other disposition to each person entitled to such notice, addressed, if to the Borrower, in the manner specified in said Paragraph 10, or, if to any person, to such person at such person’s last address known to the Lender. After deducting all costs and expenses of collection, storage, custody, sale or other disposition and delivery (including legal costs and reasonable attorneys’ fees) and all other charges against the collateral, the residue of the proceeds of any such sale or other disposition shall be applied to the payment of any and all of the Secured Liabilities, due or to become due, in such order of preference as the Lender may determine, proper allowance for interest on liabilities not then due being made, and, unless otherwise provided by law, any surplus shall be returned to the Borrower.
5. The Borrower will pay when due all taxes, assessments, liens, premiums or other charges against the collateral and, if the Borrower and the Lender agree it is appropriate, the Borrower will fully insure the same in favor and to the satisfaction of the
Lender against loss by any risk to which the collateral or any part thereof may be subject and will on demand deposit with the Lender the policies covering any such insurance. Although under no obligation to do so, the Lender may at any time and from time to time pay any taxes, assessments, liens, premiums or other charges against the collateral, and may insure the same or otherwise protect the value thereof and the property represented thereby, and in such event all expenditures so incurred shall be chargeable to the Borrower and secured by the collateral of the Borrower. The Lender shall be under no obligation to take any steps necessary to preserve rights in any collateral against prior parties but may do so at its option. Upon the occurrence and during the continuance of an Event of Default, the Lender may at any time and from time to time transfer into its own name or that of its nominee any securities constituting part of the collateral of the Borrower and receive the income thereon and hold the same as additional collateral or apply it to the payment of any or all of the Secured Liabilities and may at any time notify the obligor(s) on any collateral to make payment of the Lender of any amounts due or to become due thereon.
6. Upon the occurrence and during the continuance of an Event of Default, the Lender may, at any time and from time to time, transfer or assign the whole or any part of any Secured Liability and may transfer therewith, or assign to and set apart for the account of the transferee or assignee thereof, in either event as security therefor, the whole or any part of the collateral of the Borrower. If the Lender does so transfer or assign and set apart the whole or any part of the collateral, the transferee or assignee thereof, without notice to the Borrower, shall thereupon become vested with, and may thereafter exercise, every right and power hereby given to the Lender in respect thereof, and the Lender shall thereafter be forever relieved and fully discharged from any liability or responsibility in respect thereof, except that the Lender shall continue to use reasonable care in the custody and preservation of any collateral so assigned and set apart while such collateral remains in the possession of the Lender. Such transferee or assignee shall have no right or power in respect of any part of the collateral not so transferred or assigned and set apart, in respect whereof the Lender shall retain all rights and powers hereby given in respect thereof.
7. Except as provided in Paragraphs 4, 5 and 6 hereof, the Lender shall at no time transfer or assign the whole or any part of any Secured Liability or assign, transfer or set aside the whole or any part of the collateral held in security therefor except to an assignee of the Loans secured thereby.
8. Upon the request of the Borrower following the payment in full of all loans and Secured Liabilities and termination of the Master Agreement, the Lender shall (i) return or cause to be returned to the Borrower all collateral which shall remain in the possession, custody or control of the Lender or its custodian at such time, and (ii) shall deliver to the Borrower such instruments, UCC termination statements and other documents, and provide for delivery of such instructions to the custodian, in each case as the Borrower may reasonably request for the purpose of releasing (in fact and as a matter of record) the security interest created by this Agreement.
9. Except as is otherwise expressly provided herein or by law, the Borrower waives all demands and notices in connection with this Agreement or the enforcement of the Lenders rights hereunder and also waives presentment, demand, notice, protest and all other demands and notices in connection with any Secured Liability or the enforcement of the Lenders rights with respect thereto and hereby consents that the time of payment of any Secured Liability may be extended from time to time and that no such extension or other indulgence granted to any other party primarily or secondarily liable on any Secured Liability, no discharge or release of any such party and no substitution, release or surrender of collateral of the Borrower shall discharge or otherwise affect the liability of the Borrower on or in respect of any Secured Liability. No delay or omission on the part of the Lender in exercising any right hereunder shall operate as a waiver of such right on any one occasion and shall not be construed as a bar to or waiver of any such right on any future occasion.
10. Any demand upon or notice to the Borrower permitted or required hereunder shall be sufficient if, and effective when, deposited in the mails, postage prepaid, addressed to the Borrower at 100 Federal Street, Boston, MA 02110 or at such other address of the Borrower appearing on the first page of this Agreement or at such other address as the Borrower may furnish to the Lender as the address to which such demands, notices or other communications addressed to the Borrower shall be mailed or forwarded.
11. This Agreement may be terminated by the Borrower giving written notice of such termination to the Lender, provided, however, that such termination shall not be effective unless and until all loans and Secured Liabilities (including those contingent or not yet due) existing as of the time of receipt of such notice by the Lender have been paid in full.
12. The Borrower will pay on demand all costs and expenses (including legal costs and reasonable attorneys fees) incurred or paid by the Lender in collecting any loan or Secured Liability upon any default in respect thereof, and all costs and expenses so incurred shall be secured by the collateral.
13. This Agreement shall inure to the benefit of the Lender, its successors and assigns, and shall be binding upon the Borrower, its successors and assigns.
14. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Massachusetts.
15. A copy of the Agreement and Declaration of Trust of each Trust is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of each Trust as Trustees of such Trust and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the applicable Trust.
| [Signature Page Follows] |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.
ALL TRUSTS LISTED ON SCHEDULE A OR SCHEDULE B TO THE MASTER AGREEMENT, AS SUCH SCHEDULES ARE AMENDED FROM TIME TO TIME
| By: | __/s/ Jonathan S. Horwitz____________ | |
| Name: | Jonathan S. Horwitz | |
| Title: | Executive Vice President, Principal Executive Officer and Compliance | |
| Liaison | ||
| EXECUTION VERSION |
| AMENDMENT NO. 4 TO CREDIT AGREEMENT |
AMENDMENT NO. 4 (this “Amendment”), dated as of September 19, 2019, to the Credit Agreement, dated as of September 24, 2015, among each trust listed on Schedule A hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent, as amended, supplemented or otherwise modified by Joinder Agreement No. 1, dated as of August 29, 2016, Letter Agreement, dated as of August 29, 2016, Amendment No. 1, dated as of September 22, 2016, Notice Letter, dated October 5, 2016, Notice Letter, dated February 22, 2017, Notice Letter, dated April 19, 2017, Amendment No. 2, dated as of September 21, 2017, Amendment No. 3, dated as of September 20, 2018, Consent No. 1, dated as of November 30, 2018, Notice Letter, dated May 31, 2019, and Consent No. 2, dated as of June 24, 2019 (as the same has been or may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
| Recitals |
I. Each term that is defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by the Credit Agreement when used herein.
II. The Borrowers desire to amend the Credit Agreement and the Banks have agreed thereto, in each case upon the terms and conditions herein contained.
| Agreements |
Accordingly, in consideration of the Recitals and the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. The defined term “Termination Date” contained in Section 1.01 of the Credit Agreement is hereby amended by replacing the date “September 19, 2019” with the date “October 18, 2019”.
2. Paragraph 1 of this Amendment shall not be effective until the earliest date upon which each of the following conditions shall be satisfied (the “Amendment Effective Date”):
(a) the Agent shall have received from each Borrower and each Bank either (i) a counterpart of this Amendment executed on behalf of the such party or (ii) written evidence satisfactory to the Agent (which may include facsimile or electronic mail transmission (in printable format) of a signed signature page of this Amendment) that the each such party has executed a counterpart of this Amendment;
(b) the Agent shall have received from each Borrower a manually signed certificate from the Clerk, Secretary or Assistant Secretary (or other officer acceptable to the Agent) of such Borrower, dated the Amendment Effective Date, in all respects satisfactory to the Agent, (i) certifying as to the incumbency of authorized persons of each Borrower executing this Amendment, (ii) attaching true, complete and correct copies of the resolutions duly adopted by such Borrower’s
Managing Body approving this Amendment and the transactions contemplated hereby, all of which are in full force and effect on the Amendment Effective Date, and (iii) certifying that such Borrower’s Charter Documents have not been amended, supplemented or otherwise modified since June 24, 2019 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification;
(c) the Agent shall have received such information as the Agent, at the request of any Bank, shall have requested in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations and related policies; and
(d) the Agent shall have received (i) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and disbursements of counsel to the Agent) incurred in connection with the preparation, negotiation, execution and delivery of this Amendment on or prior to the Amendment Effective Date, and (ii) an upfront fee in the amount of $10,583.00.
3. Each Borrower (a) reaffirms and admits the validity and enforceability of each Loan Document to which it is a party and all of its obligations thereunder and agrees and admits that (i) it has no defense to any such obligation, and (ii) it shall not exercise any setoff or offset to any such obligation, and (b)(1) represents and warrants that, as of the Amendment Effective Date, no Default has occurred and is continuing, and (2) the representations and warranties by such Borrower contained in the Credit Agreement and the other Loan Documents to which it is or is becoming a party are true on and as of the Amendment Effective Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).
4. In all other respects, the Loan Documents shall remain in full force and effect, and no amendment, supplement or other modification in respect of any term or condition of any Loan Document shall be deemed to be an amendment, supplement or other modification in respect of any other term or condition contained in any Loan Document.
5. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute a single contract. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart executed and delivered (including by facsimile, or by e-mail transmission of a signed signature page of this Amendment) by the party to be charged.
6. 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] |
| 2 |
IN WITNESS WHEREOF, each party hereto has caused this Amendment No. 4 to be executed on its behalf by its duly authorized representative(s) as of the date first above written.
| EACH TRUST LISTED AS A COMPANY ON | ||||
| SCHEDULE A HERETO | ||||
| By: | /s/ Jonathan Horwitz | |||
| Name: | Jonathan Horwitz | |||
| Title: | Executive Vice President | |||
| Putnam Funds Amendment No. 4 Signature Page |
| STATE STREET BANK AND TRUST | ||||
| COMPANY, as Agent and as a Bank | ||||
| By: | /s/ Janet Nolin | |||
| Name: | Janet Nolin | |||
| Title: | Vice President | |||
| Putnam Funds Amendment No. 4 Signature Page |
| Schedule A |
| List of Companies |
| 1. | Putnam Asset Allocation Funds |
| 2. | Putnam California Tax Exempt Income Fund |
| 3. | Putnam Convertible Securities Fund |
| 4. | Putnam Diversified Income Trust |
| 5. | Putnam Equity Income Fund |
| 6. | Putnam Funds Trust |
| 7. | Putnam Global Equity Fund |
| 8. | Putnam Global Health Care Fund |
| 9. | Putnam Global Income Trust |
| 10. | Putnam High Yield Fund |
| 11. | Putnam Income Fund |
| 12. | Putnam International Equity Fund |
| 13. | Putnam Investment Funds |
| 14. | Putnam Massachusetts Tax Exempt Income |
| Fund | |
| 15. | Putnam Minnesota Tax Exempt Income Fund |
| 16. | Putnam Money Market Fund |
| 17. | Putnam Sustainable Leaders Fund |
| 18. | Putnam New Jersey Tax Exempt Income Fund |
| 19. | Putnam New York Tax Exempt Income Fund |
| 20. | Putnam Ohio Tax Exempt Income Fund |
| 21. | Putnam Pennsylvania Tax Exempt Income Fund |
| 22. | Putnam Tax Exempt Income Fund |
| 23. | Putnam Tax-Free Income Trust |
| 24. | Putnam Mortgage Securities Fund |
| 25. | Putnam Variable Trust |
| 26. | George Putnam Balanced Fund |
| EXECUTION VERSION |
| AMENDMENT NO. 5 TO CREDIT AGREEMENT |
AMENDMENT NO. 5 (this “Amendment”), dated as of October 18, 2019, to the Credit Agreement, dated as of September 24, 2015, among each trust listed on Schedule A hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent, as amended, supplemented or otherwise modified by Joinder Agreement No. 1, dated as of August 29, 2016, Letter Agreement, dated as of August 29, 2016, Amendment No. 1, dated as of September 22, 2016, Notice Letter, dated October 5, 2016, Notice Letter, dated February 22, 2017, Notice Letter, dated April 19, 2017, Amendment No. 2, dated as of September 21, 2017, Amendment No. 3, dated as of September 20, 2018, Consent No. 1, dated as of November 30, 2018, Notice Letter, dated May 31, 2019, Consent No. 2, dated as of June 24, 2019, and Amendment No. 4, dated as of September 19, 2019 (as the same has been or may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
| Recitals |
I. Each term that is defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by the Credit Agreement when used herein.
II. The Borrowers desire to amend the Credit Agreement and the Banks have agreed thereto, in each case upon the terms and conditions herein contained.
| Agreements |
Accordingly, in consideration of the Recitals and the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Section 1.01 of the Credit Agreement is hereby amended by inserting the following new defined terms in the appropriate alphabetical order:
“Applicable Margin” means 1.25%.
“Screen Rate” has the meaning set forth in the defined term “Overnight LIBOR Rate”.
2. The defined term “Applicable Rate” contained in Section 1.01 of the Credit Agreement is hereby amended by replacing the percentage “1.25%” contained therein with the phrase “the Applicable Margin”.
3. The defined term “Overnight LIBOR Rate” contained in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Overnight LIBOR Rate” means, as of any day, the higher of (a) 0.00%, and (b) the rate appearing on the Reuters “LIBOR01” screen displaying interest rates for dollar deposits in the London interbank market (or on any successor or substitute page on such screen) at approximately 11:00 a.m., London time, as the
rate for dollar deposits in the London interbank market with a maturity of one LIBOR Business Day, provided that in the event such rate does not appear on such screen (or on any successor or substitute page on such screen or otherwise on such screen), the “Overnight LIBOR Rate” shall be determined by reference to such other comparable publicly available service for displaying interest rates applicable to dollar deposits in the London interbank market as may be selected by the Agent (the foregoing under this clause (b), the “Screen Rate”), provided further that in the event such day is not a LIBOR Business Day, then Overnight LIBOR Rate shall be such rate as in effect on the immediately preceding LIBOR Business Day.
4. The defined term “Termination Date” contained in Section 1.01 of the Credit Agreement is hereby amended by replacing the date “October 18, 2019” with the date “October 16, 2020”.
5. Section 8.04 of the Credit Agreement is hereby amended by (i) deleting the phrase “or has a direct or indirect parent company that becomes the subject of a Bail-in Action,” contained in paragraph (a), and (ii) deleting the phrase “or its corporate parent” contained in clause (v) of paragraph (b).
6. Article VIII of the Credit Agreement is hereby amended by inserting a new Section 8.05 at the end thereof as follows:
SECTION 8.05 Alternate Rate of Interest. (a) In the event that the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers absent manifest error) that adequate and reasonable means do not exist for ascertaining the Overnight LIBOR Rate, the Agent shall promptly notify the Borrowers and the Banks (by telephone or otherwise, to be promptly confirmed in writing) of such determination. If the Agent shall give such notice, the Applicable Rate shall be determined without giving effect to clause (b) thereof until such time, if any, as such notice shall have been withdrawn by the Agent (by notice to the Borrowers and the Banks) promptly upon the Agent having determined that adequate and reasonable means do exist for determining the Overnight LIBOR Rate.
(b) If at any time the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that (i) the circumstances under Section 8.05(a) have arisen and such circumstances are unlikely to be temporary, (ii) the circumstances set forth in clause (i) of this Section 8.05(b) have not arisen but the supervisor for the administrator of the Screen Rate or an Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, or (iii) the Overnight LIBOR Rate is no longer a widely recognized benchmark rate for newly originated Dollar loans in the United States loan market, then the Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the Overnight LIBOR Rate that gives due consideration to the then prevailing market convention for determining
| 2 |
rates of interest for Dollar loans in the United States at such time, and shall enter into a mutually acceptable amendment to this Agreement to reflect such alternate rates of interest and such other related changes to this Agreement as may be applicable (but, for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if any such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.05, such amendment shall become effective without any further action or consent of any other party to this Agreement (other than the Borrower, whose prior written consent for such amendment shall be required) so long as the Agent shall not have received, within five (5) Domestic Business Days of the date any notice of such alternate rates of interest is provided to the Banks, a written notice from Required Banks stating that such Banks object to such amendment (it being understood that, if Required Banks object to any such amendment, the Agent and the Borrowers shall be permitted to continue to establish alternate rates of interest and provide one or more additional notices hereunder until an amendment pursuant to this Section 8.05(b) has become effective).
7. Article IX of the Credit Agreement is hereby amended by inserting a new Section 9.17 at the end thereof as follows:
SECTION 9.17. Certain ERISA Matters. (a) Each Bank (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Agent and not, for the avoidance of doubt, to or for the benefit of any Borrower, that at least one of the following is and will be true:
(i) such Bank is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Bank’s entrance into, participation in, administration of and performance of the Loans, the Commitments or this Agreement,
(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84 14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Bank’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,
(iii) (A) such Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-
| 3 |
14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Bank to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, administration of and performance of the Loans the Commitments and this Agreement satisfies the requirements of subsections (b) through (g) of Part I of PTE 8414 and (D) to the best knowledge of such Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Bank’s entrance into, administration of and performance of the Loans, the Commitments and this Agreement, or
(iv) such other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion, and such Bank.
(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Bank or (2) a Bank has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Bank further (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Agent and not, for the avoidance of doubt, to or for the benefit of any Borrower, that the Agent is not a fiduciary with respect to the assets of such Borrower involved in such Borrower’s entrance into, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Agent under this Agreement, any Loan Document or any documents related hereto or thereto).
(c) For purposes of this Section 9.17, the following terms have the following meanings:
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the United States Bankruptcy Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the United States Bankruptcy Code) the assets of any such “employee benefit plan” or “plan”.
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
8. Schedule 1 to the Credit Agreement is hereby amended and restated in the form of Schedule 1 hereto.
9. Paragraphs 1 through 8 of this Amendment shall not be effective until the earliest date upon which each of the following conditions shall be satisfied (the “Amendment Effective Date”):
| 4 |
(a) the Agent shall have received from each Borrower and each Bank either (i) a counterpart of this Amendment executed on behalf of the such party or (ii) written evidence satisfactory to the Agent (which may include facsimile or electronic mail transmission (in printable format) of a signed signature page of this Amendment) that the each such party has executed a counterpart of this Amendment;
(b) the Agent shall have received from each Borrower a manually signed certificate from the Clerk, Secretary or Assistant Secretary (or other officer acceptable to the Agent) of such Borrower, dated the Amendment Effective Date, in all respects satisfactory to the Agent, (i) certifying as to the incumbency of authorized persons of each Borrower executing this Amendment, (ii) attaching true, complete and correct copies of the resolutions duly adopted by such Borrower’s Managing Body approving this Amendment and the transactions contemplated hereby, all of which are in full force and effect on the Amendment Effective Date, and (iii) certifying that such Borrower’s Charter Documents have not been amended, supplemented or otherwise modified since September 19, 2019 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification;
(c) the Agent shall have received such information as the Agent, at the request of any Bank, shall have requested in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations and related policies; and
(d) the Agent shall have received (i) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and disbursements of counsel to the Agent) incurred in connection with the preparation, negotiation, execution and delivery of this Amendment on or prior to the Amendment Effective Date, and (ii) an upfront fee in the amount of $127,000.
10. Each Borrower (a) reaffirms and admits the validity and enforceability of each Loan Document to which it is a party and all of its obligations thereunder and agrees and admits that (i) it has no defense to any such obligation, and (ii) it shall not exercise any setoff or offset to any such obligation, and (b)(1) represents and warrants that, as of the Amendment Effective Date, no Default has occurred and is continuing, and (2) the representations and warranties by such Borrower contained in the Credit Agreement and the other Loan Documents to which it is or is becoming a party are true on and as of the Amendment Effective Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).
11. In all other respects, the Loan Documents shall remain in full force and effect, and no amendment, supplement or other modification in respect of any term or condition of any Loan Document shall be deemed to be an amendment, supplement or other modification in respect of any other term or condition contained in any Loan Document.
| 5 |
12. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute a single contract. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart executed and delivered (including by facsimile, or by e-mail transmission of a signed signature page of this Amendment) by the party to be charged.
13. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
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| 6 |
IN WITNESS WHEREOF, each party hereto has caused this Amendment No. 5 to be executed on its behalf by its duly authorized representative(s) as of the date first above written.
| EACH TRUST LISTED AS A COMPANY ON | ||||
| SCHEDULE A HERETO | ||||
| By: | /s/ Jonathan S. Horwitz | |||
| Name: | Jonathan S. Horwitz | |||
| Title: | Executive Vice President | |||
| Putnam Funds Amendment No. 5 Signature Page |
| STATE STREET BANK AND TRUST | ||
| COMPANY, as Agent and as a Bank | ||
| By: | /s/ Janet Nolin______________ | |
| Name: | Janet Nolin | |
| Title: | Vice President | |
| Putnam Funds Amendment No. 5 Signature Page |
| SCHEDULE 1 |
| Addresses for Notices, Applicable Lending Offices, Commitment Amounts and Commitment |
| Percentages |
BORROWERS :
Address for Notices:
Putnam Investments
100 Federal Street
Boston, MA 02110
Attn: Robert T. Burns
Vice President and Chief Legal Officer
Tel: (617) 760-7043
| COMMITMENT | COMMITMENT | |
| AMOUNT | PERCENTAGE | |
| BANKS: | $317,500,000 | 100.0% |
| STATE STREET BANK AND TRUST |
| COMPANY |
| Domestic Lending Office, LIBOR Lending |
| Office and Office for Notices to the Agent for |
| Borrowings and Payments: |
| State Street Bank and Trust Company |
| State Street Financial Center |
| Loan Servicing Unit – SFC0203 |
| One Lincoln Street |
| Boston, MA 02111 |
| Attn: Christopher Hickey |
| Tel: (617) 662-8577 |
| Fax: (617) 988-6677 |
| Email: [email protected] |
| Alternate Contact: |
| Attn: Peter Connolly |
| Tel: (617) 662-8588 |
| Fax: (617) 988-6677 |
| Email: [email protected] |
| Office for all Other Notices: |
| State Street Bank and Trust Company |
| State Street Financial Center |
| Fund Finance – SFC0310 |
| One Lincoln Street |
| Boston, MA 02211 |
| Attn: Janet Nolin, Vice President |
| Tel: (617) 662-8629 |
| Schedule A |
| List of Trusts and Funds |
| Trust | Fund |
| Putnam Dynamic Asset Allocation Balanced | |
| Fund | |
| Putnam Asset Allocation Funds | Putnam Dynamic Asset Allocation |
| Conservative Fund | |
| Putnam Dynamic Asset Allocation Growth | |
| Fund | |
| Putnam California Tax Exempt Income Fund | Putnam California Tax Exempt Income Fund |
| Putnam Convertible Securities Fund | Putnam Convertible Securities Fund |
| Putnam Diversified Income Trust | Putnam Diversified Income Trust |
| Putnam Equity Income Fund | Putnam Equity Income Fund |
| Putnam Short Duration Bond Fund | |
| Putnam Fixed Income Absolute Return Fund | |
| Putnam Multi-Asset Absolute Return Fund | |
| Putnam Dynamic Asset Allocation Equity | |
| Fund | |
| Putnam Capital Spectrum Fund | |
| Putnam Dynamic Risk Allocation Fund | |
| Putnam Emerging Markets Equity Fund | |
| Putnam Equity Spectrum Fund | |
| Putnam Floating Rate Income Fund | |
| Putnam Funds Trust | Putnam Focused Equity Fund |
| Putnam Global Technology Fund | |
| Putnam Intermediate-Term Municipal Income | |
| Fund | |
| Putnam International Value Fund | |
| Putnam Mortgage Opportunities Fund | |
| Putnam Multi-Cap Core Fund | |
| Putnam Ultra Short Duration Income Fund | |
| Putnam Short-Term Municipal Income Fund | |
| Putnam Small Cap Growth Fund | |
| Putnam Global Equity Fund | Putnam Global Equity Fund |
| Putnam Global Health Care Fund | Putnam Global Health Care Fund |
| Putnam Global Income Trust | Putnam Global Income Trust |
| Putnam High Yield Fund | Putnam High Yield Fund |
| Putnam Income Fund | Putnam Income Fund |
| Putnam International Equity Fund | Putnam International Equity Fund |
| Putnam Government Money Market Fund | |
| Putnam Growth Opportunities Fund | |
| Putnam Investment Funds | Putnam International Capital Opportunities |
| Fund | |
| Putnam International Growth Fund | |
| Putnam Sustainable Future Fund |
| Trust | Fund |
| Putnam PanAgora Managed Futures Strategy | |
| Putnam PanAgora Market Neutral Fund | |
| Putnam PanAgora Risk Parity Fund | |
| Putnam Research Fund | |
| Putnam Small Cap Value Fund | |
| Putnam Massachusetts Tax Exempt Income | Putnam Massachusetts Tax Exempt Income |
| Fund | Fund |
| Putnam Minnesota Tax Exempt Income Fund | Putnam Minnesota Tax Exempt Income Fund |
| Putnam Money Market Fund | Putnam Money Market Fund |
| Putnam Sustainable Leaders Fund | Putnam Sustainable Leaders Fund |
| Putnam New Jersey Tax Exempt Income Fund | Putnam New Jersey Tax Exempt Income Fund |
| Putnam New York Tax Exempt Income Fund | Putnam New York Tax Exempt Income Fund |
| Putnam Ohio Tax Exempt Income Fund | Putnam Ohio Tax Exempt Income Fund |
| Putnam Pennsylvania Tax Exempt Income | Putnam Pennsylvania Tax Exempt Income |
| Fund | Fund |
| Putnam Tax Exempt Income Fund | Putnam Tax Exempt Income Fund |
| Putnam Tax-Free Income Trust | Putnam AMT-Free Municipal Fund |
| Putnam Tax-Free High Yield Fund | |
| Putnam Mortgage Securities Fund | Putnam Mortgage Securities Fund |
| Putnam VT Multi-Asset Absolute Return Fund | |
| Putnam VT Mortgage Securities Fund | |
| Putnam VT Small Cap Growth Fund | |
| Putnam VT Diversified Income Fund | |
| Putnam VT Equity Income Fund | |
| Putnam VT Global Asset Allocation Fund | |
| Putnam VT Global Equity Fund | |
| Putnam VT Global Health Care Fund | |
| Putnam VT Growth Opportunities Fund | |
| Putnam VT High Yield Fund | |
| Putnam Variable Trust | Putnam VT Income Fund |
| Putnam VT International Equity Fund | |
| Putnam VT International Growth Fund | |
| Putnam VT International Value Fund | |
| Putnam VT Multi-Cap Core Fund | |
| Putnam VT Government Money Market Fund | |
| Putnam VT Sustainable Leaders Fund | |
| Putnam VT Sustainable Future Fund | |
| Putnam VT Research Fund | |
| Putnam VT Small Cap Value Fund | |
| Putnam VT George Putnam Balanced Fund | |
| George Putnam Balanced Fund | George Putnam Balanced Fund |
[GRAPHIC OMITTED: STATE STREET LOGO]
| September 19, 2019 |
| Each of the Borrowers listed | |
| on Appendix I hereto | |
| One Post Office Square | |
| Boston, MA 02109 | |
| Attention: | Jonathan S. Horwitz, |
| Executive Vice President, Principal Executive Officer | |
| Treasurer and Compliance Liaison | |
| RE: Fifth Amendment to Putnam Funds Amended and Restated Uncommitted Line of Credit |
Ladies and Gentlemen:
Pursuant to an amended and restated letter agreement dated as of September 24, 2015 (as amended from time to time, the “Loan Agreement”) among State Street Bank and Trust Company (the “Bank”) and each of the management investment companies registered under the Investment Company Act listed on Appendix I attached thereto (each, a “Borrower”), the Bank has made available to each of the Borrowers, for itself or on behalf of designated fund series thereof, a $235,500,000 uncommitted, unsecured line of credit (the “Uncommitted Line”). The obligations of the Borrowers arising under the Uncommitted Line are evidenced by an amended and restated promissory note in the original principal amount of $235,500,000, dated September 24, 2015, executed by each of the Borrowers, for itself or on behalf of such designated fund series thereof, in favor of the Bank (as amended, the “Note”). Any capitalized term not otherwise defined herein shall have the same meaning as set forth in the Loan Agreement.
The Borrowers have requested, and the Bank has agreed, to make certain changes to the Loan Documents in connection therewith as set forth below. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:
I. Amendments to Loan Documents
Subject to the terms and conditions hereof, the Loan Documents are hereby amended as follows:
1. Section I(1) of the Loan Agreement is hereby amended by deleting the first sentence in its entirety and substituting the following therefor: “The Uncommitted Line shall expire on October 18, 2019 (the “Expiration Date”), unless extended by mutual agreement of the Bank and the Borrowers or, with respect to any Fund, terminated by a Borrower on behalf of such Fund as provided herein.”
| September 19, 2019 |
| Page 2 |
II. Closing Fee
As a condition precedent to the effectiveness of this letter agreement, the Borrowers shall pay to the Bank a non-refundable fee of $7,850 for closing the renewal of the Uncommitted Line, which fee shall be non-refundable and deemed fully earned by the Bank upon the date of this letter agreement.
III. Miscellaneous
1. Other than as expressly amended hereby, all terms and conditions of the Loan Agreement, Note and all related Loan Documents shall remain unchanged and are hereby ratified and affirmed as of the date hereof.
2. Each of the Borrowers, for itself and on behalf of its respective Funds, represents and warrants to the Bank as follows: (a) no Default or Event of Default has occurred and is continuing on the date hereof under the Loan Documents; (b) each of the representations and warranties contained in the Loan Agreement is true and correct in all respects with respect to such Borrower, for itself and its respective Funds, on and as of the date of this letter amendment except to the extent such representation and warranty is made as of an earlier date; (c) the execution, delivery and performance of this letter amendment and the Loan Documents, as amended hereby (collectively, the “Amended Loan Documents”): (i) are, and will be, within such Borrower's power and authority, (ii) have been authorized by all necessary proceedings, (iii) do not, and will not, require any consent or approval from any governmental authority or any other party other than those which have been received, (iv) will not contravene any provision of, or exceed any limitation contained in, the declaration of trust, by-laws or other organizational documents or Prospectus of such Borrower or any law, rule or regulation applicable to such Borrower, and (v) do not constitute a default under any other agreement, order or undertaking binding on such Borrower; and (d) each of the Amended Loan Documents constitutes the legal, valid, binding and enforceable obligation of such Borrower, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and by general equitable principles.
3. Upon receipt of a fully executed copy of this letter amendment and such other documents or instruments as the Bank may reasonably request, this letter amendment shall be deemed to be an instrument under seal and an amendment to the Loan Agreement to be governed by the laws of The Commonwealth of Massachusetts.
4. A copy of the Agreement and Declaration of Trust of each Borrower, as amended or restated from time to time, is on file with the Secretary of The Commonwealth of Massachusetts. Notice is hereby given, and it is expressly agreed, that the obligations of any such Borrower under this letter amendment, the Loan Agreement as amended by this letter amendment, and the other Loan Documents as amended by this letter amendment, shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of such
Information Classification: Limited Access
September 19, 2019
Page 3
Borrower personally, but bind only the trust property of such Borrower. Furthermore, notice is given that the assets and liabilities of each Fund are separate and distinct and that the obligations of or arising out of the Loan Agreement as amended by this letter amendment and the other Loan Documents as amended by this letter amendment with respect to each Fund are several and not joint. In the case of each Borrower, the execution and delivery of this letter amendment on its behalf has been authorized by its trustees, and this letter amendment has been executed and delivered by an authorized officer, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery shall be deemed to have been made by any of them individually, but shall bind only the trust property of such Borrower.
| [Remainder of Page Intentionally Left Blank] |
Information Classification: Limited Access
This letter amendment may be executed in counterparts each of which shall be deemed to be an original document.
| Very truly yours, | |
| STATE STREET BANK AND | |
| TRUST COMPANY, as Bank | |
| By: __/s/ Janet B. Nolin___________ | |
| Janet B. Nolin | |
| Vice President |
Acknowledged and Accepted:
| PUTNAM ASSET ALLOCATION FUNDS, on behalf of |
| its fund series as listed in Appendix I attached hereto |
| PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND |
| PUTNAM CONVERTIBLE SECURITIES FUND |
| PUTNAM DIVERSIFIED INCOME TRUST |
| PUTNAM EQUITY INCOME FUND |
| PUTNAM FUNDS TRUST, on behalf of |
| its fund series as listed in Appendix I attached hereto |
| PUTNAM GLOBAL EQUITY FUND |
| PUTNAM GLOBAL HEALTH CARE FUND |
| PUTNAM GLOBAL INCOME TRUST |
| PUTNAM HIGH YIELD FUND |
| PUTNAM INCOME FUND |
| PUTNAM INTERNATIONAL EQUITY FUND |
| PUTNAM INVESTMENT FUNDS, on behalf of |
| its fund series as listed in Appendix I attached hereto |
| PUTNAM MASSACHUSETTS TAX EXEMPT INCOME FUND |
| PUTNAM MINNESOTA TAX EXEMPT INCOME FUND |
| PUTNAM MONEY MARKET FUND |
| PUTNAM MORTGAGE SECURITIES FUND |
| PUTNAM NEW JERSEY TAX EXEMPT INCOME FUND |
| PUTNAM NEW YORK TAX EXEMPT INCOME FUND |
| PUTNAM OHIO TAX EXEMPT INCOME FUND |
| PUTNAM PENNSYLVANIA TAX EXEMPT INCOME FUND |
| PUTNAM SUSTAINABLE LEADERS FUND |
| PUTNAM TAX EXEMPT INCOME FUND |
| PUTNAM TAX-FREE INCOME TRUST, on behalf of |
| its fund series as listed in Appendix I attached hereto |
| PUTNAM VARIABLE TRUST, on behalf of |
| its fund series as listed in Appendix I attached hereto |
| GEORGE PUTNAM BALANCED FUND |
| By: __/s/ Jonathan Horwitz |
| Jonathan Horwitz |
| Executive Vice President, of each of the foregoing |
Information Classification: Limited Access
| APPENDIX I |
| List of Borrowers and Funds |
| PUTNAM ASSET ALLOCATION FUNDS |
| on behalf of: |
| Putnam Dynamic Asset Allocation Balanced Fund |
| Putnam Dynamic Asset Allocation Conservative Fund |
| Putnam Dynamic Asset Allocation Growth Fund |
| PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND |
| PUTNAM CONVERTIBLE SECURITIES FUND |
| PUTNAM DIVERSIFIED INCOME TRUST |
| PUTNAM EQUITY INCOME FUND |
| PUTNAM FUNDS TRUST |
| on behalf of: |
| Putnam Short Duration Bond Fund |
| Putnam Fixed Income Absolute Return Fund |
| Putnam Multi-Asset Absolute Return Fund |
| Putnam Dynamic Asset Allocation Equity Fund |
| Putnam Capital Spectrum Fund |
| Putnam Dynamic Risk Allocation Fund |
| Putnam Emerging Markets Equity Fund |
| Putnam Equity Spectrum Fund |
| Putnam Floating Rate Income Fund |
| Putnam Focused Equity Fund |
| Putnam Global Technology Fund |
| Putnam Intermediate-Term Municipal Income Fund |
| Putnam International Value Fund |
| Putnam Mortgage Opportunities Fund |
| Putnam Multi-Cap Core Fund |
| Putnam Ultra Short Duration Income Fund |
| Putnam Short-Term Municipal Income Fund |
| Putnam Small Cap Growth Fund |
| PUTNAM GLOBAL EQUITY FUND |
| PUTNAM GLOBAL HEALTH CARE FUND |
| PUTNAM GLOBAL INCOME TRUST |
| PUTNAM HIGH YIELD FUND |
| PUTNAM INCOME FUND |
| PUTNAM INTERNATIONAL EQUITY FUND |
| PUTNAM INVESTMENT FUNDS |
| on behalf of: |
| Putnam Government Money Market Fund |
| Putnam Growth Opportunities Fund |
| Putnam International Capital Opportunities Fund |
Error! Unknown document property name.
| Putnam International Growth Fund |
| Putnam Sustainable Future Fund |
| Putnam PanAgora Managed Futures Strategy |
| Putnam PanAgora Market Neutral Fund |
| Putnam PanAgora Risk Parity Fund |
| Putnam Research Fund |
| Putnam Small Cap Value Fund |
| PUTNAM MASSACHUSETTS TAX EXEMPT INCOME |
| FUND |
| PUTNAM MINNESOTA TAX EXEMPT INCOME FUND |
| PUTNAM MONEY MARKET FUND |
| PUTNAM SUSTAINABLE LEADERS FUND |
| PUTNAM NEW JERSEY TAX EXEMPT INCOME FUND |
| PUTNAM NEW YORK TAX EXEMPT INCOME FUND |
| PUTNAM OHIO TAX EXEMPT INCOME FUND |
| PUTNAM PENNSYLVANIA TAX EXEMPT INCOME |
| FUND |
| PUTNAM TAX EXEMPT INCOME FUND |
| PUTNAM TAX-FREE INCOME TRUST |
| on behalf of: |
| Putnam AMT-Free Municipal Fund |
| Putnam Tax-Free High Yield Fund |
| PUTNAM MORTGAGE SECURITIES FUND |
| PUTNAM VARIABLE TRUST |
| on behalf of: |
| Putnam VT Multi-Asset Absolute Return Fund |
| Putnam VT Mortgage Securities Fund |
| Putnam VT Small Cap Growth Fund |
| Putnam VT Diversified Income Fund |
| Putnam VT Equity Income Fund |
| Putnam VT Global Asset Allocation Fund |
| Putnam VT Global Equity Fund |
| Putnam VT Global Health Care Fund |
| Putnam VT Government Money Market Fund |
| Putnam VT Growth Opportunities Fund |
| Putnam VT High Yield Fund |
| Putnam VT Income Fund |
| Putnam VT International Equity Fund |
| Putnam VT International Growth Fund |
| Putnam VT International Value Fund |
| Putnam VT Multi-Cap Core Fund |
| Putnam VT Sustainable Leaders Fund |
Information Classification: Limited Access
| Putnam VT Sustainable Future Fund |
| Putnam VT Research Fund |
| Putnam VT Small Cap Value Fund |
| Putnam VT George Putnam Balanced Fund |
| GEORGE PUTNAM BALANCED FUND |
Information Classification: Limited Access
| October 18, 2019 |
| Each of the Borrowers listed | |
| on Appendix I hereto | |
| 100 Federal Street | |
| Boston, MA 02110 | |
| Attention: | Jonathan S. Horwitz, |
| Executive Vice President, Principal Executive Officer | |
| Treasurer and Compliance Liaison | |
| RE: Sixth Amendment to Putnam Funds Amended and Restated Uncommitted Line of Credit |
Ladies and Gentlemen:
Pursuant to an amended and restated letter agreement dated as of September 24, 2015 (as amended from time to time, the “Loan Agreement”) among State Street Bank and Trust Company (the “Bank”) and each of the management investment companies registered under the Investment Company Act listed on Appendix I attached thereto (each, a “Borrower”), the Bank has made available to each of the Borrowers, for itself or on behalf of designated fund series thereof, a $235,500,000 uncommitted, unsecured line of credit (the “Uncommitted Line”). The obligations of the Borrowers arising under the Uncommitted Line are evidenced by an amended and restated promissory note in the original principal amount of $235,500,000, dated September 24, 2015, executed by each of the Borrowers, for itself or on behalf of such designated fund series thereof, in favor of the Bank (as amended, the “Note”). Any capitalized term not otherwise defined herein shall have the same meaning as set forth in the Loan Agreement.
The Borrowers have requested, and the Bank has agreed, to make certain changes to the Loan Documents in connection therewith as set forth below. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:
I. Amendments to Loan Documents
Subject to the terms and conditions hereof, the Loan Documents are hereby amended as follows:
1. Section I(1) of the Loan Agreement is hereby amended by deleting the first sentence in its entirety and substituting the following therefor: “The Uncommitted Line shall expire on October 16, 2020 (the “Expiration Date”), unless extended by mutual agreement of the Bank and the Borrowers or, with respect to any Fund, terminated by a Borrower on behalf of such Fund as provided herein.”
October 18, 2019
Page 2
2. Section I(3) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
3. Evidence of Indebtedness.
(a) The Loans made by the Bank to the each Borrower shall be evidenced by one or more loan accounts or records maintained by the Bank in the ordinary course of business. Each Borrower, on behalf of its respective Funds, irrevocably authorizes the Bank to make or cause to be made, at or about the date of each Loan to the Borrowers or at the time of receipt of any payment of principal of each such Loan, an appropriate notation on its loan accounts or records, including computer records, reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth in any such loan accounts or records, including any computer records, maintained by the Bank with respect to the Loans made by it shall, absent manifest error, constitute prima facie evidence of the principal amount thereof owing and unpaid to the Bank, but the failure to record, or any error in so recording, any such amount on any such loan account or record shall not limit or otherwise affect the obligation of such Borrower, on behalf of each of its respective Funds, hereunder or under the other Loan Documents to make payments of principal of and interest on the Loans when due.
(b) Each Borrower hereby agrees that, upon request of the Bank, each Borrower shall promptly execute and deliver to the Bank, a promissory note (as amended, supplemented or otherwise modified, the “Note”) substantially in the form of Exhibit A attached hereto, payable to the Bank in an amount equal to the Uncommitted Line Amount or, if less, the aggregate unpaid principal amount of the Bank’s Loans, plus interest thereon as provided below, which shall evidence the Bank’s Loans in addition to such records.
3. Section I(5)(b) of the Loan Agreement is hereby amended by deleting the words “Channel Center – CCB0900, One Iron Street, Boston, Massachusetts 02210” in the first sentence of such Section and substituting in place thereof the words: “One Lincoln Street, Boston, Massachusetts 02111.
4. Section II(5)(a) of the Loan Agreement is hereby amended and restated in its entirety to read as follows: “(a) Except as provided in paragraph (b) below, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows: (i) if to any Borrower or Fund, to it at 100 Federal Street, Boston, MA 02110, Attention of: Robert T. Burns, Vice President and Chief Legal Officer, Telephone No.: (617) 760-7043 and (ii) if to the Bank, to Janet B. Nolin, Vice President, or Fund Finance Group at M/S SFC0310, State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
Information Classification: Limited Access
October 18, 2019
Page 3
be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).”
5. Exhibit A to the Loan Agreement is hereby amended by deleting the words “Channel Center – CCB0900, One Iron Street, Boston Massachusetts 02210” in the first paragraph thereof and substituting in place thereof the words: “One Lincoln Street, Boston, Massachusetts 02111”.
6. Exhibit B attached to the Loan Agreement is hereby deleted in its entirety and the Exhibit B attached hereto is substituted therefor.
II. Closing Fee
As a condition precedent to the effectiveness of this letter agreement, the Borrowers shall pay to the Bank a non-refundable fee of $94,200 for closing the renewal of the Uncommitted Line, which fee shall be non-refundable and deemed fully earned by the Bank upon the date of this letter agreement.
III. Miscellaneous
1. Other than as expressly amended hereby, all terms and conditions of the Loan Agreement and all related documents are ratified and affirmed as of the date hereof in order to give effect to the terms thereof except that, in recognition of the Bank now evidencing the Loans by one or more loan accounts or records maintained by the Bank in the ordinary course of business in accordance with Section I(3)(a) of the Loan Agreement, after the effectiveness of this letter amendment, the Bank shall return to the Borrowers, if requested, the Note in its possession as of the effective date of this letter amendment, marked “Cancelled”. The cancellation of the original Existing Note shall not be deemed to evidence the repayment or satisfaction of any existing Loans or related Obligations, all of which shall thereafter be evidenced by one or more loan accounts or records maintained by the Bank as so described in Section I(3)(a) of the Loan Agreement.
2. Each of the Borrowers, for itself and on behalf of its respective Funds, represents and warrants to the Bank as follows: (a) no Default or Event of Default has occurred and is continuing on the date hereof under the Loan Documents; (b) each of the representations and warranties contained in the Loan Agreement is true and correct in all respects with respect to such Borrower, for itself and its respective Funds, on and as of the date of this letter amendment except to the extent such representation and warranty is made as of an earlier date; (c) the execution, delivery and performance of this letter amendment and the Loan Documents, as amended hereby (collectively, the “Amended Loan Documents”): (i) are, and will be, within such Borrower's power and authority, (ii) have been authorized by all necessary proceedings, (iii) do not, and will not, require any consent or approval from any governmental authority or any other party other than those which have been received, (iv) will not contravene any provision of,
Information Classification: Limited Access
October 18, 2019
Page 4
or exceed any limitation contained in, the declaration of trust, by-laws or other organizational documents or Prospectus of such Borrower or any law, rule or regulation applicable to such Borrower, and (v) do not constitute a default under any other agreement, order or undertaking binding on such Borrower; and (d) each of the Amended Loan Documents constitutes the legal, valid, binding and enforceable obligation of such Borrower, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and by general equitable principles.
3. Upon receipt of a fully executed copy of this letter amendment and such other documents or instruments as the Bank may reasonably request, this letter amendment shall be deemed to be an instrument under seal and an amendment to the Loan Agreement to be governed by the laws of The Commonwealth of Massachusetts.
4. A copy of the Agreement and Declaration of Trust of each Borrower, as amended or restated from time to time, is on file with the Secretary of The Commonwealth of Massachusetts. Notice is hereby given, and it is expressly agreed, that the obligations of any such Borrower under this letter amendment, the Loan Agreement as amended by this letter amendment, and the other Loan Documents as amended by this letter amendment, shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of such Borrower personally, but bind only the trust property of such Borrower. Furthermore, notice is given that the assets and liabilities of each Fund are separate and distinct and that the obligations of or arising out of the Loan Agreement as amended by this letter amendment and the other Loan Documents as amended by this letter amendment with respect to each Fund are several and not joint. In the case of each Borrower, the execution and delivery of this letter amendment on its behalf has been authorized by its trustees, and this letter amendment has been executed and delivered by an authorized officer, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery shall be deemed to have been made by any of them individually, but shall bind only the trust property of such Borrower.
| [Remainder of Page Intentionally Left Blank] |
Information Classification: Limited Access
This letter amendment may be executed in counterparts each of which shall be deemed to be an original document.
| Very truly yours, | |
| STATE STREET BANK AND | |
| TRUST COMPANY, as Bank | |
| By: __/s/Janet B. Nolin________________ | |
| Janet B. Nolin | |
| Vice President |
| Acknowledged and Accepted: |
| PUTNAM ASSET ALLOCATION FUNDS, on behalf of |
| its fund series as listed in Appendix I attached hereto |
| PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND |
| PUTNAM CONVERTIBLE SECURITIES FUND |
| PUTNAM DIVERSIFIED INCOME TRUST |
| PUTNAM EQUITY INCOME FUND |
| PUTNAM FUNDS TRUST, on behalf of |
| its fund series as listed in Appendix I attached hereto |
| PUTNAM GLOBAL EQUITY FUND |
| PUTNAM GLOBAL HEALTH CARE FUND |
| PUTNAM GLOBAL INCOME TRUST |
| PUTNAM HIGH YIELD FUND |
| PUTNAM INCOME FUND |
| PUTNAM INTERNATIONAL EQUITY FUND |
| PUTNAM INVESTMENT FUNDS, on behalf of |
| its fund series as listed in Appendix I attached hereto |
| PUTNAM MASSACHUSETTS TAX EXEMPT INCOME FUND |
| PUTNAM MINNESOTA TAX EXEMPT INCOME FUND |
| PUTNAM MONEY MARKET FUND |
| PUTNAM MORTGAGE SECURITIES FUND |
| PUTNAM NEW JERSEY TAX EXEMPT INCOME FUND |
| PUTNAM NEW YORK TAX EXEMPT INCOME FUND |
| PUTNAM OHIO TAX EXEMPT INCOME FUND |
| PUTNAM PENNSYLVANIA TAX EXEMPT INCOME FUND |
| PUTNAM SUSTAINABLE LEADERS FUND |
| PUTNAM TAX EXEMPT INCOME FUND |
| PUTNAM TAX-FREE INCOME TRUST, on behalf of |
| its fund series as listed in Appendix I attached hereto |
| PUTNAM VARIABLE TRUST, on behalf of | |
| its fund series as listed in Appendix I attached hereto | |
| GEORGE PUTNAM BALANCED FUND | |
| By: | /s/ Jonathan Horwitz_______________________ |
| Jonathan Horwitz | |
| Executive Vice President, of each of the foregoing | |
Information Classification: Limited Access
| APPENDIX I |
| List of Borrowers and Funds |
| PUTNAM ASSET ALLOCATION FUNDS |
| on behalf of: |
| Putnam Dynamic Asset Allocation Balanced Fund |
| Putnam Dynamic Asset Allocation Conservative Fund |
| Putnam Dynamic Asset Allocation Growth Fund |
| PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND |
| PUTNAM CONVERTIBLE SECURITIES FUND |
| PUTNAM DIVERSIFIED INCOME TRUST |
| PUTNAM EQUITY INCOME FUND |
| PUTNAM FUNDS TRUST |
| on behalf of: |
| Putnam Short Duration Bond Fund |
| Putnam Fixed Income Absolute Return Fund |
| Putnam Multi-Asset Absolute Return Fund |
| Putnam Dynamic Asset Allocation Equity Fund |
| Putnam Capital Spectrum Fund |
| Putnam Dynamic Risk Allocation Fund |
| Putnam Emerging Markets Equity Fund |
| Putnam Equity Spectrum Fund |
| Putnam Floating Rate Income Fund |
| Putnam Focused Equity Fund |
| Putnam Global Technology Fund |
| Putnam Intermediate-Term Municipal Income Fund |
| Putnam International Value Fund |
| Putnam Mortgage Opportunities Fund |
| Putnam Multi-Cap Core Fund |
| Putnam Ultra Short Duration Income Fund |
| Putnam Short-Term Municipal Income Fund |
| Putnam Small Cap Growth Fund |
| PUTNAM GLOBAL EQUITY FUND |
| PUTNAM GLOBAL HEALTH CARE FUND |
| PUTNAM GLOBAL INCOME TRUST |
| PUTNAM HIGH YIELD FUND |
| PUTNAM INCOME FUND |
| PUTNAM INTERNATIONAL EQUITY FUND |
| PUTNAM INVESTMENT FUNDS |
| on behalf of: |
| Putnam Government Money Market Fund |
| Putnam Growth Opportunities Fund |
| Putnam International Capital Opportunities Fund |
Information Classification: Limited Access
| Putnam International Growth Fund |
| Putnam Sustainable Future Fund |
| Putnam PanAgora Managed Futures Strategy |
| Putnam PanAgora Market Neutral Fund |
| Putnam PanAgora Risk Parity Fund |
| Putnam Research Fund |
| Putnam Small Cap Value Fund |
| PUTNAM MASSACHUSETTS TAX EXEMPT INCOME |
| FUND |
| PUTNAM MINNESOTA TAX EXEMPT INCOME FUND |
| PUTNAM MONEY MARKET FUND |
| PUTNAM SUSTAINABLE LEADERS FUND |
| PUTNAM NEW JERSEY TAX EXEMPT INCOME FUND |
| PUTNAM NEW YORK TAX EXEMPT INCOME FUND |
| PUTNAM OHIO TAX EXEMPT INCOME FUND |
| PUTNAM PENNSYLVANIA TAX EXEMPT INCOME |
| FUND |
| PUTNAM TAX EXEMPT INCOME FUND |
| PUTNAM TAX-FREE INCOME TRUST |
| on behalf of: |
| Putnam AMT-Free Municipal Fund |
| Putnam Tax-Free High Yield Fund |
| PUTNAM MORTGAGE SECURITIES FUND |
| PUTNAM VARIABLE TRUST |
| on behalf of: |
| Putnam VT Multi-Asset Absolute Return Fund |
| Putnam VT Mortgage Securities Fund |
| Putnam VT Small Cap Growth Fund |
| Putnam VT Diversified Income Fund |
| Putnam VT Equity Income Fund |
| Putnam VT Global Asset Allocation Fund |
| Putnam VT Global Equity Fund |
| Putnam VT Global Health Care Fund |
| Putnam VT Government Money Market Fund |
| Putnam VT Growth Opportunities Fund |
| Putnam VT High Yield Fund |
| Putnam VT Income Fund |
| Putnam VT International Equity Fund |
| Putnam VT International Growth Fund |
| Putnam VT International Value Fund |
| Putnam VT Multi-Cap Core Fund |
| Putnam VT Sustainable Leaders Fund |
Information Classification: Limited Access
| Putnam VT Sustainable Future Fund |
| Putnam VT Research Fund |
| Putnam VT Small Cap Value Fund |
| Putnam VT George Putnam Balanced Fund |
| GEORGE PUTNAM BALANCED FUND |
Information Classification: Limited Access
| EXHIBIT B |
| ADVANCE/PAYDOWN |
| REQUEST FORM |
| (UNCOMMITTED LINE) |
| DATE: | |
| TO: | STATE STREET BANK AND TRUST COMPANY |
| ATTN: | LOAN SERVICING UNIT |
| telephone 617-662-8577 or 617-662-8588; fax 617-988-6677 | |
| email [email protected] | |
| FROM: | [BORROWER][ on behalf of [FUND]] | |
| (Fund # ___________) | (DDA # ____________) | |
In connection with the letter agreement dated September 24, 2015 and related documents currently in effect with State Street Bank and Trust Company (as amended, collectively, the “Agreement”), please increase/reduce (circle one) the outstanding balance on behalf of the above-indicated Fund by $__________. Any requested Loan should be recorded on the books of the Fund with the Bank and interest payable to the Bank should be recorded at the agreed upon rate.
1. This request is (check one): ___ Loan Advance ____ Paydown ____ Overnight Rollover ___
2. The proceeds of any requested Loan shall be used only to the extent consistent with and not prohibited by the Prospectus, the terms of the Agreement and applicable laws and regulations, including, without limitation, Federal Reserve Regulation U, and no Default of Event of Default has occurred under the Agreement.
4. All of the representations and warranties of the undersigned Borrower and Fund set forth in Section II(2) of the Agreement are true and correct on and as of the date hereof.
5. Each of the Borrower and the Fund is in compliance with all the terms and conditions in the Agreement (including the Maximum Amount and other borrowing limitations thereunder) and will remain in compliance therewith after giving effect to the making of any requested Loan.
6. The following amounts and statements are true in connection with any requested Loan:
| (a) | Adjusted Net Assets of the Fund: | |
| (i) Total Assets of the Fund | $_____________ | |
| (ii) Total Liabilities (excluding Indebtedness | ||
| for borrowed money) of the Fund1 | $_____________ | |
| (iii) the value of such Fund’s investments in any direct | ||
_____________________
1 For purposes of calculating Adjusted Net Assets for any Fund, the amount of any liability included in Total Liabilities shall be equal to the greater of (i) the outstanding amount of such liability and (ii) the fair market value of all assets pledged, hypothecated or otherwise segregated to secure such liability.
Information Classification: Limited Access
| or indirect Subsidiaries (and including in any event, | ||
| without duplication, the value of any such direct or | ||
| indirect Subsidiaries) | $_____________ | |
| (iv) asset value of such Fund constituting physical commodities | $_____________ | |
| (v) item (a)(i) less item (a)(ii), (iii), and (iv) | $_____________ | |
| (b) | Applicable Percentage2 of item (a)(v) | $_____________ |
| (c) | (i) Beginning Loan Balance: | $_____________ |
| (ii) Paydown Amount (if any): | $_____________ | |
| (iii) Requested Loan (if any) | $_____________ | |
| (iv) Requested Loans Balance | ||
| ((i) minus (ii) or (i) plus (iii)): | $_____________ | |
| (d) The aggregate outstanding principal amount of | ||
| Indebtedness for borrowed money of the Fund other | ||
| than the Loans as of the date hereof (including any | ||
| loans under the separate Syndicated Facility and including | ||
| any Interfund Loans) | $_____________ | |
| (e) Total Indebtedness for borrowed money ((c)(iv) plus (d)): | $_____________ | |
7. The amount set forth in 6(e) above does not exceed the lesser of (a) the amount set forth in 6(b) above, or (b) the maximum amount which the relevant Fund is permitted to borrow (after taking into account all outstanding Indebtedness) pursuant to its Prospectus, the Investment Company Act or any registration made thereunder, any vote of the shareholders of the applicable Borrower or such Fund, any agreement of such Borrower or Fund with any foreign, federal, state or local securities division to which such Borrower or Fund is subject, any other applicable agreement or document to which such Borrower or Fund, is a party or any law, rule or regulation applicable to such Borrower or Fund.
8. The amount set forth in 6(c)(iv) above does not exceed the Per Fund Limit Amount (defined as the lesser of (a) the Uncommitted Line Amount, and (b) the difference of (i) $200,000,000 minus (ii) the aggregate principal amount of all loans, if any, outstanding to the Fund under the Syndicated Facility). The aggregate principal amount of all Loans outstanding to all Borrowers on behalf of all Funds under the Agreement (after giving effect to the amount of any requested Loan) does not exceed the Uncommitted Line Amount.
9. The Fund for which any Loan is being requested hereby does not currently have outstanding any Interfund Loans made to such Fund as borrower which are secured by any collateral except to the extent permitted by Section II(1)(g) of the Agreement and does not currently have any outstanding Interfund Loans made by it as the lender.
10. The undersigned is a duly authorized officer of the Borrower identified above with authority to execute and deliver this document to the Bank and request the Loan described herein on behalf of the Fund identified above.
[BORROWER][, on behalf of [FUND]]
| By: | _______________________________ | |
| Name: | _______________________________ | |
| Title | _______________________________ | |
| Date: | _______________________________ | |
_____________________
2 If the Borrower, acting on behalf of the Fund, is a (i) Limited Borrower, the Applicable Percentage is 10% or (ii) Restricted Borrower, the Applicable Percentage is 25%; in all other cases the Applicable Percentage is 33-1/3%.
Information Classification: Limited Access
Information Classification: Limited Access
| March 20, 2020 |
| The Putnam Funds |
| 100 Federal Street |
| Boston, Massachusetts 02110 |
Ladies and Gentlemen:
Putnam Investment Management, LLC (“PIM”) hereby contractually agrees, as of the date hereof, with respect to the funds specified below or in Schedule A, Schedule B, or Schedule C, to waive fees and reimburse certain expenses in the manner provided below:
| 1. | Other expenses. | |
| a. | PIM agrees to waive fees and/or reimburse expenses of each open-end fund listed on | |
| Schedule A and each variable trust fund listed on Schedule B to the extent necessary to | ||
| limit the cumulative expenses of the fund, exclusive of brokerage, interest, taxes, | ||
| investment-related expenses (including borrowing costs, i.e., short selling and lines of | ||
| credit costs), extraordinary expenses, acquired fund fees and expenses, and payments | ||
| under the fund’s investor servicing contract, the fund’s investment management contract | ||
| (including any applicable performance-based upward or downward adjustment to a | ||
| fund’s base management fee), and the fund’s distribution plans, to an annual (measured | ||
| on a fiscal year basis) rate of 0.20% of the fund’s average net assets. This contractual | ||
| waiver will remain in effect for a fund through the expiration of one year following the | ||
| effective date of the next annual update of the fund’s registration statement. | ||
| b. | PIM agrees to waive fees and/or reimburse expenses of Putnam Dynamic Asset | |
| Allocation Equity Fund to the extent necessary to limit the cumulative expenses of the | ||
| fund, exclusive of brokerage, interest, taxes, investment-related expenses (including | ||
| borrowing costs, i.e., short selling and lines of credit costs), extraordinary expenses, | ||
| acquired fund fees and expenses, and payments under the fund’s investor servicing | ||
| contract, the fund’s investment management contract, and the fund’s distribution plans, to | ||
| an annual (measured on a fiscal year basis) rate of 0.02% of the fund’s average net assets. | ||
| This contractual waiver will remain in effect through the expiration of the one-year | ||
| period following the effective date of the next annual update of the fund’s registration | ||
| statement. | ||
| 2. | Fund-specific expense limitations. | |
| a. | As set forth in the table below, PIM agrees to waive fees and/or reimburse expenses of | |
| each fund set forth below to the extent that the total annual fund operating expenses for | ||
| the fund -- exclusive of payments under the fund’s distribution plans, any applicable | ||
| performance-based upward or downward adjustment to the fund’s base management fee, | ||
| brokerage, interest, taxes, investment-related expenses (including borrowing costs, i.e., | ||
| short selling and lines of credit costs), extraordinary expenses, and acquired fund fees and | ||
| expenses – would exceed the specified rate through the specified date, which is the | ||
| expiration of the one-year period following the effective date of the next annual update of | ||
| each fund’s registration statement: |
| Fund | Proposed Contractual | Expiration |
| Limitation on Total | ||
| Fund Operating | ||
| Expenses | ||
| Putnam VT International Growth Fund | 1.09% | April 30, 2021 |
| Putnam VT Multi-Asset Absolute Return Fund | 0.90% | April 30, 2021 |
| Putnam VT Mortgage Securities Fund | 0.50% | April 30, 2021 |
| b. | As set forth in the table below, PIM agrees to waive fees and/or reimburse expenses of | |
| each fund set forth below to the extent that the total annual fund operating expenses for | ||
| the fund – exclusive of payments under the fund’s distribution plans, payments under the | ||
| fund’s investor servicing contract, any applicable performance-based upward or | ||
| downward adjustment to the fund’s base management fee, brokerage, interest, taxes, | ||
| investment-related expenses (including borrowing costs, i.e., short selling and lines of | ||
| credit costs), extraordinary expenses, and acquired fund fees and expenses – would | ||
| exceed the specified rate through the specified date, which is the expiration of the one- | ||
| year period following the effective date of the next post-effective amendment of each | ||
| fund’s registration statement: |
| Fund | Proposed Contractual | Expiration |
| Limitation on Total | ||
| Fund Operating | ||
| Expenses | ||
| Putnam Dynamic Risk Allocation Fund | 0.70% | Sept. 30, 2020 |
| Putnam Emerging Markets Equity Fund | 0.78% | February 28, |
| 2021 | ||
| Putnam Income Fund | 0.32%/0.33%1 | Feb. 28, 2021 |
| Putnam Intermediate-Term Municipal Income | 0.52% | March 30, 2021 |
| Fund | ||
| Putnam International Growth Fund | 0.93% | January 30, 2021 |
| Putnam Mortgage Opportunities Fund | 0.46% | May 30, 2021 |
| Putnam Mortgage Securities Fund | 0.32% | January 30, 2021 |
| Putnam Multi-Asset Absolute Return Fund | 0.77% | Feb. 28, 2021 |
| Putnam Ultra Short Duration Income Fund | 0.24% | Nov. 30, 2020 |
| Putnam Short-Term Municipal Income Fund | 0.28% | March 30, 2021 |
1 Effective December 1, 2019 through February 27, 2020, Putnam Income Fund will have a contractual limitation on total fund operating expenses (subject to the exclusions detailed above) of 0.32%. Effective February 28, 2020 through February 28, 2021, Putnam Income Fund will have a contractual limitation on total fund operating expenses (subject to the exclusions detailed above) of 0.33%.
| 2 |
3. Putnam Short Term Investment Fund. PIM agrees to waive the contractual management fee of 0.25% for Putnam Short Term Investment Fund through May 30, 2021, the expiration of the one-year period following the effective date of the next update of the fund’s registration statement.
4. Putnam VT Global Equity Fund. Effective upon the closing of the merger of Putnam VT Global Utilities Fund into Putnam VT Global Equity Fund, PIM agrees to waive 5 basis points of the contractual management fee payable by Putnam VT Global Equity Fund through April 30, 2021, 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. | PIM agrees to reimburse the Putnam fund-of-funds specified below for all other expenses | |
| – exclusive of payments under the fund’s distribution plans, brokerage, interest, taxes, | ||
| investment-related expenses, extraordinary expenses, acquired fund fees and expenses | ||
| and payments under the fund’s investor servicing contract – through the dates indicated | ||
| below, which, with the exception of Putnam RetirementReady® 2060 Fund, equate to the | ||
| expiration of the one-year period following the effective date of the next annual update of | ||
| each fund’s registration statement. |
| Fund | Expiration |
| Putnam RetirementReady® Funds* | Nov. 30, 2020 |
* The expense limitation for Putnam RetirementReady® 2060 Fund expires on Nov. 30, 2029
| b. | PIM agrees to waive fees, reimburse expenses of, or reimburse the Putnam fund-of-funds | |
| specified below), an amount equal to each fund’s “acquired fund fees and expenses” | ||
| through the dates indicated below. |
| Fund | Expiration |
| Putnam Retirement Advantage Funds | The date that is three |
| years after the effective | |
| date of each fund’s | |
| initial registration | |
| statement |
| PIM agrees to waive fees and/or reimburse expenses of class R6 shares of each Putnam | ||
| Retirement Advantage Fund in an amount sufficient to result in total annual fund | ||
| operating expenses for class R6 shares of each fund – exclusive of brokerage, interest, |
| 3 |
| taxes, investment-related expenses (including borrowing costs, i.e., short selling and lines | ||
| of credit costs), and extraordinary expenses – that equal 0.45% of the fund’s average net | ||
| assets attributable to class R6 shares. This contractual waiver will remain in effect | ||
| through the date that is three years after the effective date of the fund’s initial registration | ||
| statement. |
Effective December 1, 2019, 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: _/Robert T. Burns/___________________ | ||
| Robert T. Burns | ||
| Vice President and Chief Legal Officer | ||
Agreed and accepted by each Putnam fund listed on Schedule A, Schedule B and Schedule C
| By: | _/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 Equity Income Fund |
| Putnam Funds Trust |
| - Putnam Capital Spectrum Fund |
| - Putnam Dynamic Risk Allocation Fund |
| - Putnam Emerging Markets Equity Fund |
| - Putnam Equity Spectrum Fund |
| - Putnam Fixed Income Absolute Return Fund |
| - Putnam Floating Rate Income Fund |
| - Putnam Focused Equity Fund |
| - Putnam Global Technology Fund |
| - Putnam Intermediate-Term Municipal Income Fund |
| - Putnam International Value Fund |
| - Putnam Mortgage Opportunities Fund |
| - Putnam Multi-Asset Absolute Return Fund |
| - Putnam Multi-Cap Core Fund |
| - Putnam Short Duration Bond Fund |
| - Putnam Short-Term Municipal Income Fund |
| - Putnam Small Cap Growth Fund |
| - Putnam Ultra Short Duration Income Fund |
| George Putnam Balanced Fund |
| Putnam Global Equity Fund |
| Putnam Global Health Care Fund |
| Putnam Global Income Trust |
| Putnam High Yield Fund |
| Putnam Income Fund |
| Putnam International Equity Fund |
| Putnam Investment Funds |
| -Putnam Government Money Market Fund |
| -Putnam Growth Opportunities Fund |
| -Putnam International Capital Opportunities Fund |
| -Putnam International Growth Fund |
| -Putnam PanAgora Managed Futures Strategy |
| -Putnam PanAgora Market Neutral Fund |
| -Putnam PanAgora Risk Parity Fund |
| -Putnam Research Fund |
| -Putnam Small Cap Value Fund |
| 5 |
| -Putnam Sustainable Future 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 |
| 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 AMT-Free Municipal Fund |
| -Putnam Tax-Free High Yield Fund |
| 6 |
| Schedule B |
| Putnam Variable Trust |
| - Putnam VT Diversified Income Fund |
| - Putnam VT Equity Income Fund |
| - Putnam VT George Putnam Balanced Fund |
| - Putnam VT Global Asset Allocation Fund |
| - Putnam VT Global Equity Fund |
| - Putnam VT Global Health Care Fund |
| - Putnam VT Government Money Market Fund |
| - Putnam VT Growth Opportunities Fund |
| - Putnam VT High Yield Fund |
| - Putnam VT Income Fund |
| - Putnam VT International Equity Fund |
| - Putnam VT International Growth Fund |
| - Putnam VT International Value Fund |
| - Putnam VT Mortgage Securities Fund |
| - 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 2060 Fund |
| - Putnam RetirementReady 2055 Fund |
| - Putnam RetirementReady 2050 Fund |
| - Putnam RetirementReady 2045 Fund |
| - Putnam RetirementReady 2040 Fund |
| - Putnam RetirementReady 2035 Fund |
| - Putnam RetirementReady 2030 Fund |
| - Putnam RetirementReady 2025 Fund |
| - Putnam RetirementReady 2020 Fund |
| - Putnam Retirement Advantage Maturity Fund |
| - Putnam Retirement Advantage 2060 Fund |
| - Putnam Retirement Advantage 2055 Fund |
| - Putnam Retirement Advantage 2050 Fund |
| - Putnam Retirement Advantage 2045 Fund |
| - Putnam Retirement Advantage 2040 Fund |
| - Putnam Retirement Advantage 2035 Fund |
| - Putnam Retirement Advantage 2030 Fund |
| - Putnam Retirement Advantage 2025 Fund |
| - Putnam Retirement Advantage 2020 Fund |
| 8 |
[GRAPHIC OMITTED: PUTNAM INVESTMENTS LOGO]
| June 28, 2019 |
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, 2020.
Any capitalized term not defined herein shall have the meaning assigned to the term in the Compensation Memorandum dated June 28, 2019.
Effective June 28, 2019, this contractual undertaking supersedes any prior contractual expense limitation provisions between PSERV and the funds. This undertaking shall be binding upon any successors and assignees of PSERV.
A copy of the Declaration of Trust (including any amendments thereto) of each of The Putnam Funds is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of each Putnam Fund as trustees and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees or officers or shareholders individually, but binding only upon the assets and property of each Putnam Fund with respect to its obligations under this instrument. Furthermore, notice is given that the assets and liabilities of each series of each Putnam Fund that is a series company are separate and distinct and that the obligations of or arising out of this instrument are several and not joint or joint and several and are binding only on the assets of each series with respect to its obligations under this instrument. Each fund is acting on its own behalf separately from all of the other investment companies and not jointly or jointly and severally with any of the other investment companies.
| Very truly yours, | |||
| PUTNAM INVESTOR SERVICES, INC. | |||
| By: | /s/ Michael J. Woodall | ||
| Michael J. Woodall | |||
| President | |||
Agreed and accepted by each Putnam open-end fund and each variable trust fund
| By: | /s/ Jonathan S. Horwitz |
| Jonathan S. Horwitz | |
| Executive Vice President, Principal | |
| Executive Officer, and Compliance Liaison |
PUTNAM FUNDS
Plan pursuant to Rule 18f-3(d) under the
Investment Company Act of 1940
Effective November 1, 1999, as most recently amended effective May 15, 2020
Each of the open-end investment companies managed by Putnam Investment Management, LLC (each a “Fund” and, together, the “Funds”) may from time to time issue one or more of the following classes of shares: Class A shares, Class B shares, Class C shares, Class G shares, Class I shares, Class M shares, Class N shares, Class P shares, Class R shares, Class R3 shares, Class R4 shares, Class R5 shares, Class R6 shares and Class Y shares. Each class is subject to such investment minimums and other conditions of eligibility as are set forth in the Funds’ registration statements or prospectuses and statements of additional information as from time to time in effect. The differences in expenses among these classes of shares, and the conversion and exchange features of each class of shares, are set forth below in this Plan. Except as noted below, expenses are allocated among the classes of shares of each Fund based upon the net assets of each Fund attributable to shares of each class. This Plan is subject to change, to the extent permitted by law and by the Agreement and Declaration of Trust and By-laws of each Fund, by action of the Trustees of each Fund. This Plan does not apply to the shares of Putnam Variable Trust or any other open-end investment company managed by Putnam Investment Management, LLC that may from time to time maintain a separate plan pursuant to Rule 18f-3 under the Investment Company Act of 1940.
ALL SHARE CLASSES
Exchange Feature
Any class of shares of a Fund held by a shareholder eligible to purchase Class A shares may be exchanged, pursuant to standing instructions from a financial intermediary or at a financial intermediary’s discretion, for Class A shares of the same Fund if the shareholder is investing through an account or platform with the financial intermediary, to the extent described in the Fund’s registration statement or prospectus and statement of additional information as from time to time in effect, provided that the sale charges, if any, applicable to such an exchange will be as described in a Fund’s registration statement or prospectus and statement of additional information as from time to time in effect.
CLASS A SHARES
Distribution and Service Fees
Class A shares pay distribution and service fees pursuant to plans (the “Class A Plans”) adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”). Class A shares also bear any costs associated with obtaining shareholder approval of the Class A Plans or any amendment to a Class A Plan. Pursuant to the Class A Plans, Class A shares may pay up to 0.35% of the relevant Fund’s average net assets attributable to the Class A shares (which percentage may be less for any Fund, as described in the Fund’s registration statement or prospectuses and statements of additional information as from time to time in effect). Amounts payable under the Class A Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement or prospectus or statement of additional information of each Fund as from time to time in effect.
Investor Servicing Fees
Except with respect to Funds that are series of the Putnam Target Date Funds trust (each, a “Target Date Fund” and collectively, the “Target Date Funds”), investor servicing fees (determined pursuant to the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect) that are not specifically payable by Class G, Class I, Class P, Class R3, Class R4, Class R5 or Class R6 shares are allocated among the other classes of shares (Class A shares, Class B shares, Class C shares, Class M shares, Class N shares, Class R shares and Class Y shares, as applicable) of each Fund based on the net assets of each Fund attributable to shares of each class.
For each Target Date Fund, Class A shares pay an investor servicing fee at the rate set forth for Class A shares in the Memorandum regarding Investor Servicing Compensation Arrangements for such Fund as from time to time in effect.
Conversion Features
Class A shares do not convert to any other class of shares.
Exchange Features
See “All Share Classes – Exchange Feature” above. In addition:
Class A shares of any Fund other than Putnam Money Market Fund, Putnam Government Money Market Fund, and Putnam Tax Exempt Money Market Fund may be exchanged, at the holder’s option, for Class A shares of any other Fund that offers Class A shares, without the payment of a sales charge, provided that Class A shares of such other Fund are available to residents of the relevant state.
Class A shares of Putnam Money Market Fund, Putnam Government Money Market Fund, and Putnam Tax Exempt Money Market Fund may be exchanged, at the holder’s option, for Class A, Class B or Class C shares of any other Fund that offers such classes of shares in the relevant state without the current payment of a contingent deferred sales charge (a “CDSC”), but, in the case of exchanges for Class A shares of another Fund, may be subject to a front-end sales charge upon such exchange. The holding period for determining any CDSC applicable to the shares received in such exchange will include the holding period of the shares exchanged, and will be calculated using the schedule of any Fund into or from which shares have been exchanged that would result in the highest CDSC applicable to such Class A shares.
Class A shares of any Fund may be exchanged, at the holder’s option, for Class N shares of any other Fund that offers Class N shares, without the payment of a sales charge, provided that Class N shares of such other Fund are available to residents of the relevant state.
In addition, Class A shares of Putnam Money Market Fund or Putnam Government Money Market Fund that are offered in conjunction with Class Y shares of other Putnam Funds may be exchanged, at the holder’s option, for Class Y shares of such other Funds without the payment of a CDSC.
Class A shares of any Fund held by a shareholder eligible to purchase Class Y shares may also be exchanged, at the holder’s option, for Class Y shares of the same Fund, provided that the Class A shares are no longer subject to a CDSC and provided that Class Y shares of such Fund are available to residents of the relevant state.
Class A shares of any Fund held by a shareholder eligible to purchase Class I shares may also be exchanged, at the holder’s option, for Class I shares of the same Fund, provided that the Class A shares are no longer subject to a CDSC and provided that Class I shares of such Fund are available to residents of the relevant state.
Class A shares of any Fund held by a shareholder eligible to purchase Class R5 shares may also be exchanged, at the holder’s option, for Class R5 shares of the same Fund, provided that the Class A shares are no longer subject to a CDSC, provided that Class R5 shares of such Fund are available to residents of the relevant state and further provided that, if applicable, Class R5 shares of such Fund are available through the relevant retirement plan. No sales charges or other charges will apply to any such exchange.
Class A shares of any Fund held by a shareholder eligible to purchase Class R6 shares may also be exchanged, at the holder’s option, for Class R6 shares of the same Fund, provided that the Class A shares are no longer subject to a CDSC, provided that Class R6 shares of such Fund are available to residents of the relevant state and further provided that, if applicable, Class R6 shares of such Fund are available through the relevant retirement plan, advisory program or platform. No sales charges or other charges will apply to any such exchange.
Class A shares of any Fund held by a shareholder eligible to purchase Class N shares may also be exchanged, at the holder’s option, for Class N shares of the same Fund, provided that the Class A shares are no longer subject to a CDSC, provided that Class N shares of such Fund are available to residents of the relevant state, and further provided that, if applicable, Class N shares of such Fund are available through the relevant retirement plan. No sales charges or other charges will apply to any such exchange.
For each Target Date Fund, Class A shares held through employer-sponsored retirement plans (for these purposes, employer-sponsored retirement plans include the plan types described in such Fund’s registration statement) acquired prior to October 1, 2020 will, unless the plan notifies Putnam Investor Services, Inc. (“PSERV”) of its desire to be exchanged into another share class for which it is eligible, be exchanged into Class R3 shares of the same Fund effective October 1, 2020, provided that Class R3 shares are available for purchase by residents in the shareholder’s jurisdiction and further provided that, if applicable, Class R3 of such Fund are available through the relevant retirement plan.
(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.
Initial Sales Charge
Class A shares are offered at a public offering price that is equal to their net asset value (“NAV”) plus a sales charge of up to 5.75% of the public offering price (which maximum may be less for any Fund, as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect). The sales charges on Class A shares are subject to reduction or waiver as permitted by Rule 22d-1 under the 1940 Act and as described in the applicable Fund registration statement or prospectus or statement of additional information as from time to time in effect.
Contingent Deferred Sales Charge
Except with respect to Putnam Short Duration Bond Fund, purchases of Class A shares of $1 million or more (or $500,000 or more in the case of certain Funds as described in their registration statements or prospectuses or statements of additional information as from time to time in effect) that are redeemed before the first day of the month in which the twelve-month anniversary of such purchases occurs may be subject to a CDSC of 1.00% of either the purchase price or the NAV of the shares redeemed, whichever is less, as described in each Fund’s registration statement or prospectus or statement of additional information as from time to time in effect; provided that the period of time, and the percentage level of the CDSC, may be less for any Fund if so specified in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect.
Effective June 1, 2018, with respect to Putnam Short Duration Bond Fund, purchases of Class A shares of $250,000 or more that are redeemed before the first day of the month in which the nine-month anniversary of such purchases occurs may be subject to a CDSC of 1.00% of either the purchase price or the NAV of the shares redeemed, whichever is less, as described in each Fund’s registration statement or prospectus or statement of additional information as from time to time in effect.
Class A shares are not otherwise subject to a CDSC.
The CDSC on Class A shares is subject to reduction or waiver in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act and as described in the applicable Fund registration statement or prospectus or statement of additional information as from time to time in effect.
CLASS B SHARES
Distribution and Service Fees
Class B shares pay distribution and service fees pursuant to plans adopted pursuant to Rule 12b-1 under the 1940 Act (the “Class B Plans”). Class B shares also bear any costs associated with obtaining shareholder approval of the Class B Plans or any amendment to a Class B Plan. Pursuant to the Class B Plans, Class B shares may pay up to 1.00% of the relevant Fund’s average net assets attributable to Class B shares (which percentage may be less for any Fund, as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect). Amounts payable under the Class B Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement or prospectus or statement of additional information of each Fund as from time to time in effect.
Investor Servicing Fees
Except with respect to the Target Date Funds, Investor servicing fees (determined pursuant to the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect) that are not specifically payable by Class G, Class I, Class P, Class R3, Class R4, Class R5 or Class R6 shares are allocated among the other classes of shares (Class A shares, Class B shares, Class C shares, Class M shares, Class N shares, Class R shares and Class Y shares, as applicable) of each Fund based on the net assets of each Fund attributable to shares of each class.
For each Target Date Fund, Class B shares pay an investor servicing fee at the rate set forth for Class B shares in the Memorandum regarding Investor Servicing Compensation Arrangements for such Fund as from time to time in effect.
Conversion Features
Class B shares automatically convert to Class A shares of the same Fund no later than the end of the month in which the eighth anniversary of the date of purchase occurs (or such earlier date as the Trustees of a Fund may authorize), except that Class B shares purchased through the reinvestment of dividends and other distributions on Class B shares convert to Class A shares at the same time as the shares with respect to which they were purchased are converted and Class B shares acquired by the exchange of Class B shares of another Fund will convert to Class A shares based on the time of the initial purchase. No sales charges or other charges will apply to any such conversion.
Exchange Features
See “All Share Classes – Exchange Feature” above. In addition:
Class B shares of any Fund may be exchanged, at the holder’s option, for Class B shares of any other Fund that offers Class B shares without the payment of a sales charge, provided that Class B shares of such other Fund are available to residents of the relevant state. The holding period for determining any CDSC will include the holding period of the shares exchanged, and will be calculated using the schedule of any Fund into or from which shares have been exchanged that would result in the highest CDSC applicable to such Class B shares.
(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.
Initial Sales Charge
Class B shares are offered at their NAV, without an initial sales charge.
Contingent Deferred Sales Charge
Class B shares that are redeemed within 6 years of purchase are subject to a CDSC of up to 5.00% of either the purchase price or the NAV of the shares redeemed, whichever is less (provided that the period of time, and the percentage level of the CDSC, may be less for any Fund if so specified in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect); such percentage declines the longer the shares are held, as described in the Funds’ registration statements or prospectuses and statements of additional information as from time to time in effect. Class B shares purchased with reinvested dividends or capital gains are not subject to a CDSC.
The CDSC on Class B shares is subject to reduction or waiver in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act and as described in the applicable Fund’s registration statement or prospectus or statement of additional information as from time to time in effect.
CLASS C SHARES
Distribution and Service Fees
Class C shares pay distribution and service fees pursuant to plans adopted pursuant to Rule 12b-1 under the 1940 Act (the “Class C Plans”). Class C shares also bear any costs associated with obtaining shareholder approval of the Class C Plans or any amendment to a Class C Plan. Pursuant to the Class C Plans, Class C shares may pay up to 1.00% of the relevant Fund’s average net assets attributable to the Class C shares (which percentage may be less for any Fund, as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect). Amounts payable under the Class C Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement or prospectus or statement of additional information of each Fund as from time to time in effect.
Investor Servicing Fees
Except with respect to the Target Date Funds, investor servicing fees (determined pursuant to the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect) that are not specifically payable by Class G, Class I, Class P, Class R3, Class R4, Class R5 or Class R6 shares are allocated among the other classes of shares (Class A shares, Class B shares, Class C shares, Class M shares, Class N shares, Class R shares and Class Y shares, as applicable) of each Fund based on the net assets of each Fund attributable to shares of each class.
For each Target Date Fund, Class C shares pay an investor servicing fee at the rate set forth for Class C shares in the Memorandum regarding Investor Servicing Compensation Arrangements for such Fund as from time to time in effect.
Conversion Features
Class C shares automatically convert to Class A shares of the same Fund no later than the end of the month in which the tenth anniversary of the date of purchase occurs (or such earlier date as the Trustees of a Fund may authorize), provided that PSERV or the financial intermediary through which the shareholder purchased such Class C shares has records verifying the completion of the ten-year aging period (if these records are not available, PSERV or the financial intermediary may not effect the conversion or may effect the conversion on a different schedule determined by PSERV or the financial intermediary, which may be shorter or longer than ten years), and further provided that Class A shares are available for purchase by residents in the shareholder’s jurisdiction. Class C shares purchased through the reinvestment of dividends and other distributions on Class C shares will convert to Class A shares at the same time as the Class C shares with respect to which they were purchased are converted, and Class C shares acquired by the exchange of Class C shares of another Fund will convert to Class A shares based on the time of the initial purchase of such Class C shares, provided the conditions to conversion are satisfied. No sales charges or other charges will apply to any such conversion.
Exchange Features
See “All Share Classes – Exchange Feature” above. In addition:
Class C shares of any Fund may be exchanged, at the holder’s option, for Class C shares of any other Fund that offers Class C shares without the payment of a sales charge, provided that Class C shares of such other Fund are available to residents of the relevant state. The holding period for determining any CDSC will include the holding period of the shares exchanged, and will be calculated using the schedule of any Fund into or from which shares have been exchanged that would result in the highest CDSC applicable to such Class C shares. Exchange privileges for Class C shares offered outside the United States may vary.
Class C shares of any Fund held by a shareholder eligible to purchase Class Y shares may be exchanged, at the holder’s option, for Class Y shares of the same Fund, provided that Class Y shares of such Fund are available to residents of the relevant state and provided that the Class C shares are no longer CDSC-eligible.
Class C shares of any Fund held by a shareholder eligible to purchase Class A shares without a sales charge because the shareholder is a (i) client of a broker-dealer, financial institution, financial intermediary or registered investment advisor that is approved by Putnam Retail Management and charges a fee for advisory or investment services or (ii) client of a broker-dealer, financial institution, or financial intermediary that has entered into an agreement with Putnam Retail Management to offer shares through a fund “supermarket” or retail self-directed brokerage account (with or without the imposition of a transaction fee) may be exchanged, at the holder’s option, for Class A shares of the same Fund, provided that Class A shares of such Fund are available to residents of the relevant state and provided that the Class C shares are no longer CDSC-eligible.
For each Target Date Fund, Class C shares held through employer-sponsored retirement plans (for these purposes, employer-sponsored retirement plans include the plan types described in such Fund’s registration statement) acquired prior to October 1, 2020 will, unless the plan notifies PSERV of its desire to be exchanged into another share class for which it is eligible, be exchanged into Class R shares of the same Fund effective October 1, 2020, provided that Class R shares are available for purchase by residents in the shareholder’s jurisdiction and further provided that, if applicable, Class R of such Fund are available through the relevant retirement plan. No sales charges or other charges will apply to any such conversion.
(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.
Initial Sales Charge
Class C shares are offered at their NAV, without an initial sales charge.
Contingent Deferred Sales Charge
Class C shares are subject to a 1.00% CDSC if the shares are redeemed within one year of purchase; provided that the period of time, and the percentage level of the CDSC, may be less for any Fund if so specified in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect. Class C shares purchased with reinvested dividends or capital gains are not subject to a CDSC.
The CDSC on Class C shares is subject to reduction or waiver in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act and as described in the applicable Fund’s registration statement or prospectus or statement of additional information as from time to time in effect.
CLASS G SHARES
Distribution and Service Fees
Class G shares do not pay a distribution or service fee.
Investor Servicing Fees
Class G shares pay an investor servicing fee at the rates set forth for Class G shares in the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect.
Conversion Features
Class G shares do not convert to any other class of shares.
Exchange Features
See “All Share Classes – Exchange Feature” above. Class G shares are not eligible for exchange for Class G shares of another Fund.
Initial Sales Charge
Class G shares are offered at their NAV, without an initial sales charge.
Contingent Deferred Sales Charge
Class G shares are not subject to any CDSC.
CLASS I SHARES
Distribution and Service Fees
Class I shares do not pay a distribution or service fee.
Investor Servicing Fees
Class I shares pay an investor servicing fee at the rates set forth for Class I shares in the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect.
Conversion Features
Class I shares do not convert to any other class of shares.
Exchange Features1
See “All Share Classes – Exchange Feature” above. In addition:
Class I shares are not eligible for exchange for Class I shares of another Fund.
Class I shares of any Fund held by a shareholder eligible to purchase Class A shares may be exchanged, at the holder’s option, for Class A shares of the same Fund without payment of any initial sales charge, provided that Class A shares of such Fund are available to residents of the relevant state. Class A shares issued in such an exchange will not be subject to any initial sales charge; however, any subsequent purchases of Class A shares by the shareholder will be subject to the initial sales charge applicable to Class A shares (as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect).
Class I shares of any Fund held by a shareholder eligible to purchase Class Y shares may also be exchanged, at the holder’s option, for Class Y shares of the same Fund, provided that Class Y shares of such Fund are available to residents of the relevant state.
Class I shares of any Fund held by a shareholder eligible to purchase Class R6 shares may also be exchanged, at the holder’s option, for Class R6 shares of the same Fund, provided that Class R6 shares of such Fund are available to residents of the relevant state and further provided that, if applicable, Class R6 shares of such Fund are available through the relevant retirement plan, advisory program or platform. No sales charges or other charges will apply to any such exchange.
_______________________
1 Class I share exchange features (into or out of Class I shares) are applicable solely with respect to Class I shares of Putnam Mortgage Opportunities Fund.
(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.
Initial Sales Charge
Class I shares are offered at their NAV, without an initial sales charge.
Contingent Deferred Sales Charge
Class I shares are not subject to any CDSC.
CLASS M SHARES
Distribution and Service Fees
Class M shares pay distribution and service fees pursuant to plans adopted pursuant to Rule 12b-1 under the 1940 Act (the “Class M Plans”). Class M shares also bear any costs associated with obtaining shareholder approval of the Class M Plans or any amendment to a Class M Plan. Pursuant to the Class M Plans, Class M shares may pay up to 1.00% of the relevant Fund’s average net assets attributable to Class M shares (which percentage may be less for any Fund, as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect). Amounts payable under the Class M Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement or prospectus or statement of additional information of each Fund as from time to time in effect.
Investor Servicing Fees
Investor servicing fees (determined pursuant to the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect) that are not specifically payable by Class G, Class I, Class P, Class R3, Class R4, Class R5 or Class R6 shares are allocated among the other classes of shares (Class A shares, Class B shares, Class C shares, Class M shares, Class N shares, Class R shares and Class Y shares, as applicable) of each Fund based on the net assets of each Fund attributable to shares of each class.
Conversion Features
Class M shares do not convert to any other class of shares.
Exchange Features
See “All Share Classes – Exchange Feature” above. In addition:
Class M shares of any Fund other than Putnam Money Market Fund and Putnam Government Money Market Fund may be exchanged, at the holder’s option, for Class M shares of any other Fund that offers Class M shares without the payment of a sales charge, provided that Class M shares of such other Fund are available to residents of the relevant state. Class M shares of Putnam Money Market Fund and Putnam Government Money Market Fund may be exchanged, at the holder’s option, for Class B, Class C or Class M shares of any other Fund that offers such classes of shares in the relevant state without the current payment of a CDSC, but, in the case of exchanges for Class M shares of another Fund, may be subject to a front-end sales charge upon such exchange. The holding period for determining any CDSC applicable to the shares received in such exchange will include the holding period of the shares exchanged, and will be calculated using the schedule of any Fund into or from which shares have been exchanged that would result in the highest CDSC applicable to such shares. Exchange privileges for Class M shares offered outside the United States may vary.
Class M shares of any Fund held by a shareholder eligible to purchase Class Y shares may also be exchanged, at the holder’s option, for Class Y shares of the same Fund, provided that Class Y shares of such Fund are available to residents of the relevant state.
(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.
Initial Sales Charge
Class M shares are offered at a public offering price that is equal to their NAV plus a sales charge of up to 3.50% of the public offering price (which maximum may be less for any Fund, as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect). The sales charges on Class M shares are subject to reduction or waiver as permitted by Rule 22d-1 under the 1940 Act and as described in the applicable Fund’s registration statement or prospectus or statement of additional information as from time to time in effect.
Contingent Deferred Sales Charge
Class M shares are not subject to any CDSC.
CLASS N SHARES
Distribution and Service Fees
Class N shares pay distribution and service fees pursuant to plans (the “Class N Plans”) adopted pursuant to Rule 12b-1 under the 1940 Act. Class N shares also bear any costs associated with obtaining shareholder approval of the Class N Plans or any amendment to a Class N Plan. Pursuant to the Class N Plans, Class N shares may pay up to 0.25% of the relevant Fund’s average net assets attributable to the Class N shares (which percentage may be less for any Fund, as described in the Fund’s registration statement or prospectuses and statements of additional information as from time to time in effect). Amounts payable under the Class N Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement or prospectus or statement of additional information of each Fund as from time to time in effect.
Investor Servicing Fees
Investor servicing fees (determined pursuant to the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect) that are not specifically payable by Class G, Class I, Class P, Class R3, Class R4, Class R5 or Class R6 shares are allocated among the other classes of shares (Class A shares, Class B shares, Class C shares, Class M shares, Class R shares, Class N shares and Class Y shares, as applicable) of each Fund based on the net assets of each Fund attributable to shares of each class.
Conversion Features
Class N shares do not convert to any other class of shares.
Exchange Features
See “All Share Classes – Exchange Feature” above. In addition:
Class N shares of any Fund may be exchanged, at the holder’s option, for Class A or N shares of any other Fund that offers Class A or N shares without the payment of a CDSC, provided that Class A or N shares of such other Fund are available to residents of the relevant state. Such exchanges will not be subject to an initial sales charge.
Class N shares of any Fund held by a shareholder eligible to purchase Class A shares may also be exchanged, at the holder’s option, for Class A shares of the same Fund, provided that the Class N shares are no longer subject to a CDSC, provided that Class A shares of such Fund are available to residents of the relevant state, and further provided that, if applicable, Class A shares of such Fund are available through the relevant retirement plan. No sales charges or other charges will apply to any such exchange.
Initial Sales Charge
Class N shares are offered at a public offering price that is equal to their NAV plus a sales charge of up to 1.50% of the public offering price (which maximum may be less for any Fund, as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect). The sales charges on Class N shares are subject to reduction or waiver as permitted by Rule 22d-1 under the 1940 Act and as described in the applicable Fund registration statement or prospectus or statement of additional information as from time to time in effect.
Contingent Deferred Sales Charge
Purchases of Class N shares of $250,000 or more that are redeemed before the first day of the month in which the nine-month anniversary of such purchases occurs may be subject to a CDSC of 0.25% of either the purchase price or the NAV of the shares redeemed, whichever is less, as described in each Fund’s registration statement or prospectus or statement of additional information as from time to time in effect.
Class N shares are not otherwise subject to a CDSC.
The CDSC on Class N shares is subject to reduction or waiver in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act and as described in the applicable Fund registration statement or prospectus or statement of additional information as from time to time in effect.
CLASS P SHARES
Distribution and Service Fees
Class P shares do not pay a distribution or service fee.
Investor Servicing Fees
Class P shares pay an investor servicing fee at the rates set forth for Class P shares in the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect.
Conversion Features
Class P shares do not convert to any other class of shares.
Exchange Features
See “All Share Classes – Exchange Feature” above. Class P shares are not eligible for exchange for Class P shares of another Fund.
Initial Sales Charge
Class P shares are offered at their NAV, without an initial sales charge.
Contingent Deferred Sales Charge
Class P shares are not subject to any CDSC.
CLASS R SHARES
Distribution and Service Fees
Class R shares pay distribution and service fees pursuant to plans adopted pursuant to Rule 12b-1 under the 1940 Act (the “Class R Plans”). Class R shares also bear any costs associated with obtaining shareholder approval of the Class R Plans or any amendment to a Class R Plan. Pursuant to the Class R Plans, Class R shares may pay up to 1.00% of the relevant Fund’s average net assets attributable to Class R shares (which percentage may be less for any Fund, as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect). Amounts payable under the Class R Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement or prospectus or statement of additional information of each Fund as from time to time in effect.
Investor Servicing Fees
Except with respect to the Target Date Funds, investor servicing fees (determined pursuant to the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect) that are not specifically payable by Class G, Class I, Class P, Class R3, Class R4, Class R5 or Class R6 shares are allocated among the other classes of shares (Class A shares, Class B shares, Class C shares, Class M shares, Class N shares, Class R shares and Class Y shares, as applicable) of each Fund based on the net assets of each Fund attributable to shares of each class.
For each Target Date Fund, Class R shares pay an investor servicing fee at the rate set forth for Class R shares in the Memorandum regarding Investor Servicing Compensation Arrangements for such Fund as from time to time in effect.
Conversion Features
Class R shares do not convert to any other class of shares.
Exchange Features
See “All Share Classes – Exchange Feature” above. In addition:
Class R shares of any Fund may be exchanged, at the holder’s option, for Class R shares of any other Fund that offers Class R shares without the payment of a sales charge, provided that Class R shares of such other Fund are available to residents of the relevant state.
Class R shares of any Fund held by a shareholder eligible to purchase Class R3, R4 or R5 shares may also be exchanged, at the holder’s option, for Class R3, R4 or R5 shares of the same Fund, provided that Class R3, R4 or R5 shares of such Fund are available to residents of the relevant state and further provided that, if applicable, Class R3, R4 or R5 shares of such Fund are available through the relevant retirement plan. No sales charges or other charges will apply to any such exchange.
Class R shares of any Fund held by a shareholder eligible to purchase Class R6 shares may also be exchanged, at the holder’s option, for Class R6 shares of the same Fund, provided that Class R6 shares of such Fund are available to residents of the relevant state and further provided that, if applicable, Class R6 shares of such Fund are available through the relevant retirement plan, advisory program or platform. No sales charges or other charges will apply to any such exchange.
(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.
Initial Sales Charge
Class R shares are offered at their NAV, without any sales charge.
Contingent Deferred Sales Charge
Class R shares are not subject to any CDSC.
CLASS R3 SHARES
Distribution and Service Fees
Class R3 shares pay distribution and service fees pursuant to plans adopted pursuant to Rule 12b-1 under the 1940 Act (the “Class R3 Plans”). Class R3 shares also bear any costs associated with obtaining shareholder approval of the Class R3 Plans or any amendment to a Class R3 Plan. Pursuant to the Class R3 Plans, Class R3 shares may pay up to 0.35% of the relevant Fund’s average net assets attributable to Class R3 shares (which percentage may be less for any Fund, as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect). Amounts payable under the Class R3 Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement or prospectus or statement of additional information of each Fund as from time to time in effect.
Investor Servicing Fees
Class R3 shares pay an investor servicing fee at the rates set forth for Class R3 shares in the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect.
Conversion Features
Class R3 shares do not convert to any other class of shares.
Exchange Features
See “All Share Classes – Exchange Feature” above. In addition:
Class R3 shares of any Fund may be exchanged, at the holder’s option, for Class A or R3 shares of any other Fund that offers Class A or R3 shares without the payment of a sales charge, provided that Class A or R3 shares of such other Fund are available to residents of the relevant state, and further provided that, if applicable, Class A or R3 shares of such other Fund are available through the relevant retirement plan.
Class R3 shares of any Fund held by a shareholder eligible to purchase Class R, Class R4, Class R5, or Class R6 shares may be exchanged, at the holder’s option, for Class R, Class R4, Class R5, or Class R6 shares of the same Fund, provided that Class R, Class R4, Class R5, or Class R6 shares are available to residents of the relevant state, and further provided that, if applicable, Class R, Class R4, Class R5, or Class R6 shares are available through the relevant retirement plan. No sales charges or other charges will apply to any such exchange.
(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.
Initial Sales Charge
Class R3 shares are offered at their NAV, without an initial sales charge.
Contingent Deferred Sales Charge
Class R3 shares are not subject to any CDSC.
CLASS R4 SHARES
Distribution and Service Fees
Class R4 shares do not pay a distribution or service fee.
Investor Servicing Fees
Class R4 shares pay an investor servicing fee at the rates set forth for Class R4 shares in the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect.
Conversion Features
Class R4 shares do not convert to any other class of shares.
Exchange Features
See “All Share Classes – Exchange Feature” above. In addition:
Class R4 shares of any Fund may be exchanged, at the holder’s option, for Class R4 shares of any other Fund that offers Class R4 shares, provided that Class R4 shares of such other Fund are available to residents of the relevant state, and further provided that, if applicable, class R4 shares of such other Fund are available through the relevant retirement plan.
Class R4 shares of any Fund held by a shareholder eligible to purchase Class R, Class R3, Class R5, or Class R6 shares may be exchanged, at the holder’s option, for Class R, Class R3, Class R4 or Class R6 shares of the same Fund, provided that Class R, Class R3, Class R5, or Class R6 shares are available to residents of the relevant state, and further provided that, if applicable, Class R, Class R3, Class R5, or Class R6 shares are available through the relevant retirement plan. No sales charges or other charges will apply to any such exchange.
(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.
Initial Sales Charge
Class R4 shares are offered at their NAV, without an initial sales charge.
Contingent Deferred Sales Charge
Class R4 shares are not subject to any CDSC.
CLASS R5 SHARES
Distribution and Service Fees
Class R5 shares do not pay a distribution or service fee.
Investor Servicing Fees
Class R5 shares pay an investor servicing fee at the rates set forth for Class R5 shares in the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect.
Conversion Features
Class R5 shares do not convert to any other class of shares.
Exchange Features
See “All Share Classes – Exchange Feature” above. In addition:
Class R5 shares of any Fund may be exchanged, at the holder’s option, for Class R5 shares of any other Fund that offers Class R5 shares without the payment of a sales charge, provided that Class R5 shares of such other Fund are available to residents of the relevant state, and further provided that, if applicable, shares of such other Fund are available through the relevant retirement plan.
Class R5 shares of any Fund held by a shareholder eligible to purchase Class R, Class R3, Class R4, or Class R6 shares may be exchanged, at the holder’s option, for Class R, Class R3, Class R4 or Class R6 shares of the same Fund, provided that Class R, Class R3, Class R4, or Class R6 shares are available to residents of the relevant state, and further provided that, if applicable, Class R, Class R3, Class R4, or Class R6 shares are available through the relevant retirement plan. No sales charges or other charges will apply to any such exchange.
(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.
Initial Sales Charge
Class R5 shares are offered at their NAV, without an initial sales charge.
Contingent Deferred Sales Charge
Class R5 shares are not subject to any CDSC.
CLASS R6 SHARES
Distribution and Service Fees
Class R6 shares do not pay a distribution or service fee.
Investor Servicing Fees
Class R6 shares pay an investor servicing fee at the rates set forth for Class R6 shares in the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect.
Conversion Features
Class R6 shares do not convert to any other class of shares.
Exchange Features
See “All Share Classes – Exchange Feature” above. In addition:
Class R6 shares of any Fund may be exchanged, at the holder’s option, for Class R6 shares of any other Fund that offers Class R6 shares without the payment of a sales charge, provided that Class R6 shares of such other Fund are available to residents of the relevant state, and further provided that, if applicable, shares of such other Fund are available through the relevant retirement plan, advisory program or platform.
Class R6 shares of any Fund held by a shareholder eligible to purchase Class A, Class I, Class R, Class R3, Class R4, Class R5 or Class Y shares may be exchanged, at the holder’s option, for Class A, Class I, Class R, Class R3, Class R4, Class R5 or Class Y shares of the same Fund, provided that Class A, Class I, Class R, Class R3, Class R4, Class R5 or Class Y shares are available to residents of the relevant state, and further provided that, if applicable, Class A, Class I, Class R, Class R3, Class R4, Class R5 or Class Y shares are available through the relevant retirement plan, advisory program or platform. No sales charges or other charges will apply to any such exchange.
(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.
Initial Sales Charge
Class R6 shares are offered at their NAV, without an initial sales charge.
Contingent Deferred Sales Charge
Class R6 shares are not subject to any CDSC.
CLASS Y SHARES
Distribution and Service Fees
Class Y shares do not pay a distribution or service fee.
Investor Servicing Fees
Except with respect to the Target Date Funds, investor servicing fees (determined pursuant to the Memorandum regarding Investor Servicing Compensation Arrangements for the Funds as from time to time in effect) that are not specifically payable by Class G, Class I, Class P, Class R3, Class R4, Class R5 or Class R6 shares are allocated among the other classes of shares (Class A shares, Class B shares, Class C shares, Class M shares, Class R shares, Class N shares and Class Y shares, as applicable) of each Fund based on the net assets of each Fund attributable to shares of each class.
For each Target Date Fund, Class Y shares pay an investor servicing fee at the rate set forth for Class Y shares in the Memorandum regarding Investor Servicing Compensation Arrangements for such Fund as from time to time in effect.
Conversion Features
Class Y shares may be converted to Class A shares if an investor no longer satisfies the eligibility requirements for Class Y shares, as described in the applicable Fund’s registration statement or prospectus or statement of additional information as from time to time in effect. A shareholder’s Class Y shares will not be converted to Class A shares without prior notice from the relevant Fund. No sales charges or other charges will apply to any such conversion.
Exchange Features
See “All Share Classes – Exchange Feature” above. In addition:
Class Y shares of any Fund may be exchanged, at the holder’s option, for Class Y shares of any other Fund that offers Class Y shares without the payment of a sales charge, provided that Class Y shares of such other Fund are available to residents of the relevant state, and further provided that, if applicable, shares of such other Fund are available through the relevant retirement plan or platform.
Class Y shares of any Fund held by a shareholder eligible to purchase Class A, Class C or Class N shares may be exchanged, at the holder’s option, for Class A, Class C or Class N shares of the same Fund without payment of any initial sales charge, provided that Class A, Class C or Class N shares of such Fund are available to residents of the relevant state. Class A or Class N shares issued in such an exchange will not be subject to any initial sales charge; however, any subsequent purchases of Class A or Class N shares by the shareholder will be subject to the initial sales charge applicable to Class A or Class N shares (as described in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect).
In addition, Class Y shares of any Fund that are offered in conjunction with Class A shares of Putnam Money Market Fund or Putnam Government Money Market Fund may be exchanged, at the holder’s option, for Class A shares of Putnam Money Market Fund or Putnam Government Money Market Fund, respectively, without the payment of a CDSC.
Class Y shares of any Fund held by a shareholder eligible to purchase Class I shares may also be exchanged, at the holder’s option, for Class I shares of the same Fund, provided that Class I shares of such Fund are available to residents of the relevant state.
Class Y shares of any Fund held by a shareholder eligible to purchase Class P shares may also be exchanged, at the holder’s option, for Class P shares of the same Fund, provided that Class P shares of such Fund are available to residents of the relevant state. No sales charges or other charges will apply to any such exchange.
Class Y shares of any Fund held by a shareholder eligible to purchase Class R3, R4 or R5 shares may also be exchanged, at the holder’s option, for Class R3, R4 or R5 shares of the same Fund, provided that Class R3, R4 or R5 shares of such Fund are available to residents of the relevant state and further provided that, if applicable, Class R3, R4 or R5 shares of such Fund are available through the relevant retirement plan. No sales charges or other charges will apply to any such exchange.
Class Y shares of any Fund held by a shareholder eligible to purchase Class R6 shares may also be exchanged, at the holder’s option, for Class R6 shares of the same Fund, provided that Class R6 shares of such Fund are available to residents of the relevant state and further provided that, if applicable, Class R6 shares of such Fund are available through the relevant retirement plan, advisory program or platform. No sales charges or other charges will apply to any such exchange.
For each Target Date Fund, Class Y shares held through employer-sponsored retirement plans (for these purposes, employer-sponsored retirement plans include the plan types described in such Fund’s registration statement) acquired prior to October 1, 2020 will, unless the plan notifies PSERV of its desire to be exchanged into another share class for which it is eligible, be exchanged into Class R4 shares of the same Fund effective October 1, 2020, provided that Class R4 shares are available for purchase by residents in the shareholder’s jurisdiction and further provided that, if applicable, Class R4 of such Fund are available through the relevant retirement plan. No sales charges or other charges will apply to any such conversion.
(i) The same-fund exchange privilege may be effected only if permitted by a shareholder’s dealer of record (if applicable), (ii) the same-fund exchange privilege may not be available for all accounts and may not be offered by all dealers, financial institutions and other intermediaries through which a shareholder may hold shares, and (iii) the dealer of record through whom a shareholder holds shares may be authorized (e.g., under its account or similar agreement with a shareholder) to reject any same-fund exchange.
Initial Sales Charge
Class Y shares are offered at their NAV, without an initial sales charge.
Contingent Deferred Sales Charge
Class Y shares are not subject to any CDSC.
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Putnam's
Code of Ethics
October 2019
Putnam Investments Code of Ethics
Putnam Investments is required by law to adopt a Code of Ethics (the “Code”). The objective of the Code is that Putnam’s employees comply with all applicable laws and avoid any actual, apparent, or potential conflict of interest that could be perceived to interfere with the fiduciary duty Putnam owes to its clients or with Putnam’s interests. It is the duty of Putnam’s employees ethically to handle all actual, apparent, and potential conflicts of interest that may arise. This Code of Ethics is designed to strengthen the trust and confidence our clients place in us and to demonstrate that our clients’ interests come first.
Adherence to the Code is a fundamental condition of employment at Putnam. Every employee is expected to adhere to the requirements of the Code. Any employee failing to do so may be subject to disciplinary action, including financial penalties and termination of employment, as determined by the Code of Ethics Oversight Committee.
Definitions
Access Person Putnam has identified certain employees as Access Persons due to their position or access to investment information. Access Persons are held to a higher standard under the Code than other employees. Please ask the Code of Ethics Officer if you have any question whether you are an Access Person. The following employees are Access Persons:
• All employees of Putnam’s Investment Management Division
• All employees of the Global Investment Strategies Group/Division
• All employees of the International RFP Group
• Employees of the Operations Division within the following specific groups and departments:
• Fund Administration Group
• Investment Services and Operations Group
• Any employee in the following groups or divisions who reports directly to a member of the Operating Committee:
• Investor Services Group
• Accounting and Middle Offices Services Group
• Marketing and Corporate Communications Division
• Defined Contribution Investment Only Group
• Global Distribution Division (including Putnam Retail Management, Putnam Global Institutional Management, and Japan businesses)
• All members of Putnam’s Operating Committee
• All employees of Putnam Investments Limited (PIL) and all other Putnam employees based in Europe
• All directors and officers of a registered investment advisor affiliate, e.g., Putnam Investment Management, LLC (PIM), or The Putnam Advisory Company, LLC(PAC)
• All employees who have access to My Putnam (unless access is limited to the Wall Street Journal, Factiva, or other systems that do not allow access to non-public information about Putnam products, as determined by the Code of Ethics Officer) Employees who have systems access or other access to non-public information about any client’s purchase or sale of securities or to information regarding portfolio holdings or recommendations with respect to such purchases or sales
• Others as determined by the Code of Ethics Officer, including certain employees in rotational programs
Business or financial relationship refers to any type of existing or prospective arrangement between Putnam, on the one hand, and another entity or person, on the other hand, in which Putnam provides or receives financial consideration, goods, services, or advice. It also includes any investment by Putnam for itself or its clients. This means that there is a business or financial relationship between Putnam and each portfolio company.
Closed-end fund means a fund that has a fixed number of shares outstanding and does not redeem its shares. Closed-end funds typically trade like stocks on an exchange.
The Code of Ethics Officer and the Deputy Code of Ethics Officer are responsible for enforcing and interpreting the Code. The following are the current members of the Code of Ethics staff, each of whom can answer employee questions and provide other assistance regarding the Code:
| Code of Ethics Officer: | James Clark | (617) 760-8939 |
| Deputy Code of Ethics Officer: | Akiko Lindholm | (617) 760-2177 |
| Sr. Compliance Specialist: | Dana Scribner-Shea | (617) 760-7182 |
Code of Ethics Oversight Committee has oversight responsibility for administering the Code of Ethics. Members include the Code of Ethics Officer and other members of Putnam’s senior management appointed by the Chief Executive Officer of Putnam. The Committee reviews and approves Code revisions, violations, and sanctions. In certain instances, requests for exemptions may require the approval of the Committee. The Committee meets on a quarterly basis or as otherwise necessary.
Exchange-traded fund (ETF) means a fund (other than a closed-end fund) that can be traded on an exchange throughout the day like a stock. ETFs often track an index. Examples include (but are not limited to) SPDRs, WEBs, QQQQs, iShares, and HLDRs.
Immediate Family means the Putnam employee’s spouse, domestic partner, fiancé(e), or other family members who are living in the same household or financially dependent on the Putnam employee. Financial dependence, for this purpose, means substantial and regular reliance by the family member on the Putnam employee to meet the family member’s financial obligations, including, for example, the costs of housing or educational expenses. Immediate Family also includes any other family members, including in-laws, for whom the Putnam employee can exercise investment discretion, regardless of whether or not they live in the same household.
Private placement means any offering of a security not offered to the public and not requiring registration with the relevant securities authorities, including but not limited to, equity or debt issued by a privately held company, private funds, hedge funds, or other privately offered securities.
Putnam means any or all of Putnam Investments, LLC and its subsidiaries (other than PanAgora Asset Management, Inc. and any of its subsidiaries), any one of which shall be a Putnam company.
Putnam employee, or employee, means any employee of Putnam and, for purposes of all rules in Sections 1, 2, and 3, also includes the following:
• Members of the Immediate Family of a Putnam employee;
• Any trust in which a Putnam employee or Immediate Family member is a trustee with investment discretion;
• Any account for a partnership in which a Putnam employee or Immediate Family member is a general partner or a partner with investment discretion;
• Any closely held entity (such as a partnership, limited liability company, or corporation) in which a Putnam employee or Immediate Family member holds a controlling interest and with respect to which he or she has investment discretion;
• Any account (including any retirement, pension, deferred compensation, or similar account) in which a Putnam employee or Immediate Family member has a substantial economic interest and over which the Putnam employee or Immediate Family member exercises investment discretion;
• Any account other than a Putnam client account that receives investment advice of any sort from the employee or Immediate Family member, or as to which the employee or Immediate Family member has investment discretion.
Security The instruments required to be pre-cleared under Section 1.1 are considered to be securities for purposes of this Code and are also required to be reported by Access Persons under Section 4. In addition, transactions in exchange-traded funds (ETFs), exchange-traded notes (ETNs), exchange-traded commodities (ETCs), options, futures, and other derivative
securities are required to be reported by Access Persons under Section 4, even for those instruments that are not required to be pre-cleared pursuant to Section 1.1(c).
Section 1 — Personal Securities Rules for All Employees
Putnam maintains the Code of Ethics PTA system to assist employees in fulfilling their obligations under the Code of Ethics. This system can be accessed by selecting the Code of Ethics PTA link, which appears on Putnam’s intranet page in the Secure Information section under My Essentials. This system allows the automated pre-clearance of publicly traded equities and other securities trading on major U.S. and other exchanges. To pre-clear an options contract for a publicly traded security, pre-clear the underlying security in the Code of Ethics PTA system. To request clearance to trade bonds or other securities, you must contact the Code of Ethics staff. Pre-clearance hours are 9:00 a.m. to 4:00 p.m. Eastern Time.
1.1. Pre-clearance Requirements
The pre-clearance requirements under this section apply to employees who are Access Persons.
1.1(a) Employees must pre-clear all trades in the following securities:
• Stocks of companies
• Bonds and other debt instruments, including new offerings (including preferred stock, corporate, municipal, high-yield, and convertible bonds)
• Options, warrants, and all other derivatives of any underlying securities that themselves require pre-clearancee
• Closed-end funds, including Putnam closed-end funds
Employees must also pre-clear the following transactions:
• Private placements and purchases of hedge funds or other private investment funds, which must receive pre-approval from the Code of Ethics Oversight Committee (sales of private placements, hedge funds, or other private investment funds do not need to be pre-cleared; however, they must be reported)
• Donating or gifting of securities
• Shares purchased by subscription or by mail (if purchasing directly from a company’s transfer agent by check, you must pre-clear the day the check is to be mailed)
• Tendering securities from your personal account
• Loans, or guarantees of obligations, being made to non-family members with whom Putnam has a business or financial relationship
• Exercising rights to purchase shares of a company’s stock (other than involuntary exercises)
• Exercising options or warrants to acquire shares of a company’s stock (other than involuntary exercises as set forth under Section 1.1(c)
1.1(b) Provisions Applicable to Pre-clearances
A pre-clearance is only valid for trading on the day it is obtained. However, trades by employees in Putnam’s Asian or European offices, or trades by any employees in securities listed on Asian or European stock exchanges, may be executed within one business day after pre-clearance is obtained. If the Code of Ethics system does not recognize a security, if an employee is unable to use the system, or if he or she has any questions with respect to the system or pre-clearance, the employee must contact the Code of Ethics staff.
1.1(c) Exceptions from Pre-clearance Requirements
Pre-clearance is not required for certain transactions. (Please note that reporting may still be required for Access Persons even when pre-clearance is not required. See Sections 4 and 5 for reporting requirements.) Pre-clearance is not required for:
• Open-end mutual funds
• Currencies and currency forwards, including cryptocurrencies
• Commodities
• Treasury securities and other U.S. and other sovereign government debt (Please note that agency securities, such as securities issued by Fannie Mae and Freddie Mac, require pre-clearance.)
• Certificates of deposit (CDs), commercial paper, repurchase agreements, bankers’ acceptances, and other money market instruments
• Options and futures and all other derivatives based on an index of securities
• Exchange-traded funds (ETFs), exchange-traded notes (ETNs), and exchange-traded commodities (ETCs)
• Trades in approved discretionary accounts (see Section 4.2 for additional information)
• Transactions that are involuntary (i.e., not initiated by the employee or an Immediate Family member covered under the Code), including dividend reinvestments under an automatic program of a publicly traded issuer and broker actions not initiated by the employee, such as option assignments or sales out of the brokerage account to cover fees or margin calls (provided the employee may not have withdrawn funds from the margin account in the prior 10 days
1.2. Restricted List
The Restricted List rule under this section applies to employees who are Access Persons.
Employees may not trade in securities that are on Putnam’s Restricted List, except as set forth below under “Large-/Mid-Cap Exemption.” There are a number of reasons why a security may appear on the Restricted List, and securities are placed on the Restricted List under criteria, and in specific circumstances, as determined by the Code of Ethics Officer or the Code of Ethics Oversight Committee. If a security is not on the Restricted List, other classes of securities of the same issuer (e.g., preferred or convertible preferred stock) may be on the Restricted List. It is the employee’s responsibility to identify with particularity the class of securities being pre-cleared. Bonds are generally restricted at the issuer level.
Large-/Mid-Cap Exemption An employee may trade up to $25,000 in principal amount of the shares of a security appearing on the Restricted List if it is an equity security of an issuer with a market capitalization greater than $2 billion. However, these transactions must still be pre-cleared. Market capitalization is defined as outstanding shares multiplied by current price per share.
1.3. Prohibited Transactions
The following transactions and activities are prohibited for all employees:
Good-until-canceled orders (GTC). Any order not executed on the day of pre-clearance must be resubmitted for pre-clearance before being executed on a subsequent day.
Short sales of any security that is subject to pre-clearance requirements. However, short sales against the box are permitted. In addition, opening an option position that would result in a short position in the underlying security upon assignment or expiration is also prohibited (i.e., buying a put option or selling a call option without owning a number of shares at least equal to the delivery obligation under the contract, is prohibited). Purchasing a put option or selling a call option would not be considered acceptable if the only position covering such option would be another option position, such as purchasing a call option or selling a put option, to avoid a violation.
Purchasing equity securities in an initial public offering (IPO). Although exceptions from this prohibition will rarely be granted, employees may request an exemption from the Code of Ethics Officer, who may grant exceptions in unusual cases such as when an Immediate Family member’s association or employment with the issuer warrants consideration or when the employee has had a pre-existing status for at least two years as a policyholder or depositor in connection with a bank or insurance company conversion from mutual or cooperative form to stock form.
Trading with material non-public information (see Section 7)
Personal trading with Putnam client portfolios. Putnam employees may not buy or sell securities when the employee knows a Putnam client account is on the other side of the trade.
Participating in an investment club
Spread betting. PIL employees may not enter into any spread betting contracts on financial instruments.
Opening a discretionary account (see Section 4.2) and trading securities requiring pre-clearance, without obtaining proper advance approval for that account as required
Investing in a public digital coin/token offering
1.4. Policy Regarding Frequency of Personal Trading
Putnam employees are not limited to a pre-determined number of trades in securities during a specified time frame. However, excessive trading by an employee can divert the employee’s attention from his or her responsibilities as an employee and increases the possibility of engaging in transactions that are in actual or apparent conflict with Putnam’s client accounts. In addition, excessive short-term trading by an employee in shares of a Putnam-managed fund can also create actual or apparent conflicts with other shareholders of such fund and may have other detrimental effects as described in the prospectus or other disclosure document for such fund. Putnam reserves the right to monitor the number of trades (including for these purposes trades in securities that are required to be pre-cleared under Section 1.1(a), shares of Putnam-managed funds, and other securities that are required to be reported under Section 5.1 or 5.2, such as ETFs, ETNs, ETCs, options, futures, and other derivative securities) executed by an employee and members of his or her Immediate Family and may review any such activity that appears to be excessive with the employee’s manager(s) and/or the Code of Ethics Oversight Committee, as deemed appropriate by the Code of Ethics Officer. The Code of Ethics Oversight Committee shall have the authority to address any circumstances of excessive trading in securities or excessive short-term trading in shares of a Putnam-managed fund in accordance with Section 8 of this Code.
Section 2 —Putnam Mutual Funds
2.1. Holding Putnam Mutual Fund Shares at Putnam
Putnam employees must hold shares of Putnam open-end U.S. mutual funds through accounts maintained at Putnam, with Putnam Retail Management (PRM) listed as the dealer of record. All transactions must be executed through Putnam and not through an outside broker or other intermediary.
These requirements also apply to:
• Self-directed IRA accounts holding Putnam fund shares;
• Variable annuities and variable insurance contracts, such as Putnam/Hartford Capital Manager and Allstate Advisor, which invest in Putnam Variable Trusts (must list PRM as dealer but may be held at the insurer)
In limited circumstances, retirement, pension, deferred compensation, health savings, and similar accounts (and variable insurance arrangements) that cannot be legally transferred to Putnam may be allowed to hold Putnam funds upon approval of the Code of Ethics Officer. For example, a spouse of a Putnam employee may have a 401(k)/Profit Sharing Plan with his or her employer that invests in Putnam funds. The employee must notify the Code of Ethics Officer in writing, provide the reason why the account cannot be transferred to Putnam, and arrange for all account statements and confirmations to be sent to the Code of Ethics staff, if approved.
2.2. Putnam Mutual Funds —Linked Accounts
All employees are required to ensure that their Immediate Family members’ accounts holding Putnam mutual funds are linked to comply with the requirements stated above and to permit monitoring for excessive short-term trading in accordance with Section 1.4. To ensure these accounts are linked, log on to Putnam’s intranet home page at http://intranet/home/index.shtml, and select My Essentials/Linked mutual fund accounts .
2.3. Putnam Mutual Funds —Closed-End Fund Rules
2.3(a) Pre-clearance and Reporting
Putnam closed-end fund shares are subject to the same pre-clearance and reporting requirements as other stocks. A list of the Putnam closed-end funds can be obtained from the Code of Ethics staff.
2.3(b) Special Rules Applicable to Portfolio Managers to Putnam Closed-End Funds, Group Heads in the Investment Division, Operating Committee members, and officers of the Putnam Funds
Portfolio Managers to Putnam closed-end funds, Group Heads in Putnam’s Investment Division, Putnam Operating Committee members, and officers of the Putnam Funds will not receive clearance to engage in any combination of purchase and sale, or sale and purchase, of the shares of a given closed-end fund within six months of each other. Therefore, purchases should be made only if you intend to hold the shares more than six months, and sales should not be made if you plan to purchase more shares of that fund within six months.
Section 3 —Additional Rules for Access Persons and Certain Investment Professionals
3.1. 60-Day Short-Term Rule —All Access Persons
Access Persons may not sell a security at a price higher than any price paid for that security within the past 60 calendar days, or buy a security at a price below which he or she sold the same security within the past 60 days. This rule applies to transactions across all accounts of the employee. All trades for the previous 60 days in all accounts will be compared to the trade date for the transaction in question to determine whether a violation has occurred. Thus, if within a 60-day period, an employee buys a security for $10, buys it again for $15, and then sells shares of this security for $12, this will be considered a violation even though some shares of the security in question were bought for a higher price. To further illustrate the rule,if an employee buys a security for $15 on one day, buys it again for $10 a year later, and then less than 60 days after the second purchase sells shares of this security for $12, this will be considered a violation even though some shares of the security in question were bought for a higher price more than 60 days earlier. Access Persons may also not open an option transaction for a contract that expires in 60 days or less. The holding period for securities acquired upon exercise of a purchased call option shall be calculated using the date of acquisition of the option (rather than the date of exercise of the option) as the starting point for the 60-day holding period. Further, this rule also applies to common stock and option exercise transactions. For example, an employee may purchase calls/call spreads, and he or she may buy/sell a common
stock of the same security (because transactions in options and common stock shares are treated differently); however, if the employee plans to exercise the option, he or she needs to ensure that it is not in the opposite direction of the common stock transaction (at a profit) that he or she traded within the past 60 days. Although portfolio managers and analysts may sell securities at a profit within 60 days of purchase in order to comply with the requirements of the 7-Day Pre-Trade and 7-Day Post-Trade Rules (see Sections 3.2 and 3.3), any profit must be disgorged and paid to charity.
3.2. 7-Day Pre-Trade Rule (Portfolio Managers and Analysts)
3.2(a) Portfolio Managers
(i) Before a portfolio manager places an order to buy a security for any Putnam client portfolio that he manages, he must sell that security or related derivative security if he has purchased it in his personal account within the preceding seven calendar days; or (ii) upon entering an order to sell a security for any Putnam client portfolio that he manages, he must disgorge to charity any losses avoided if he sold the security in his personal account within the preceding seven calendar days. Disgorgements will be measured by the difference between the selling price for the personal account and the selling price for the client account, multiplied by the number of shares sold for the personal account. For certain designated sleeved funds or portfolios, if a portfolio manager (but not the Chief Investment Officer of Equities and Director of Equity Research , who are not eligible for this exception) does not actually manage the sleeves of the funds or portfolios, but rather is a named portfolio manager for the overall fund(s), and if the portfolio manager does not have any actual knowledge of day-to-day trade activities and upcoming changes in ratings of securities in the sleeves of the funds or portfolios, the Code of Ethics Officer, the Deputy Code of Ethics Officer or their designee may override this rule.
3.2(b) Analysts
(i) Before an analyst makes an initial purchase or outperform recommendation (including an initial recommendation change) for a security (including designation of a security for inclusion in the portfolio of Putnam Research Fund), he must sell that security or related derivative security if he has purchased it in his personal account within the preceding seven calendar days; or (ii) upon making an initial sell or an underperform recommendation (including an initial recommendation change) for a security (including designation of a security for sale from the portfolio of Putnam Research Fund), he must disgorge to charity any losses avoided if he sold the security in his personal account within the preceding seven calendar days. Disgorgements will be measured by the difference between the selling price for the personal account and the price at the time that the recommendation is made, multiplied by the number of shares sold for the personal account.
For certain designated sleeved funds or portfolios, if an analyst (but not the Chief Investment Officer of Equities and Director of Equity Research , who are not eligible for this exception) does not actually manage the sleeves of the funds or portfolios, but rather is a named portfolio manager for the overall fund(s), and if the analyst does not have any actual knowledge of day-to-day trade activities and upcoming changes in ratings of securities in the sleeves of the funds or portfolios, the Code of Ethics Officer, the Deputy Code of Ethics Officer, or their designee may override this rule.
3.3. 7-Day Post-Trade Rule (Portfolio Managers and Analysts)
3.3(a) Portfolio Managers
No portfolio manager shall: (i) sell any security or related derivative security for her personal account until seven calendar days have elapsed after the date of the most recent purchase of that security or related derivative security by any Putnam client portfolio she manages or co-manages; or (ii) purchase any security or related derivative security for her personal account until seven calendar days have elapsed after the dateof the most recent sale of that security or related derivative security from any Putnam client portfolio that she manages or co-manages. For certain designated sleeved funds or portfolios, if a portfolio manager (but not the Chief Investment Officer of Equities and Director of Equity Research , who are not eligible for this exception) does not actually manage the sleeves of the funds or portfolios, but rather is a named
portfolio manager for the overall fund(s), and if the portfolio manager does not have any actual knowledge of day-to-day trade activities and upcoming changes in ratings of securities in the sleeves of the funds or portfolios, the Code of Ethics Officer, the Deputy Code of Ethics Officer or their designee may override this rule.
3.3(b) Analysts
No analyst shall: (i) sell any security or related derivative security for his personal account until seven calendar days have elapsed after the date of his initial buy or outperform recommendation (including an initial recommendation change) for that security or related derivative security (including designation of a security for inclusion in the portfolio of Putnam Research Fund); or (ii) purchase any security or related derivative security for his personal account until seven calendar days have elapsed after the date of his initial sell or underperform recommendation (including an initial recommendation change) for that security or related derivative security (including the removal of a security from the portfolio of Putnam Research Fund). For certain designated sleeved funds or portfolios, if an analyst (but not the Chief Investment Officer of Equities and Director of Equity Research , who are not eligible for this exception) does not actually manage the sleeves of the funds or portfolios, but rather is a named portfolio manager for the overall fund(s), and if the analyst does not have any actual knowledge of day-to-day trade activities and upcoming changes in ratings of securities in the sleeves of the funds or portfolios, the Code of Ethics Officer, the Deputy Code of Ethics Officer or their designee may override this rule.
3.4. Contra-Trading Rule (Portfolio Managers)
No portfolio manager shall, without prior clearance and written approval (which may be satisfied by email) from the Chief Investment Officer and Code of Ethics Officer, sell in his personal account any securities or related derivative securities that are held in any Putnam client portfolio that he manages or co-manages. Contact the Code of Ethics Officer for a copy of the Contra-Trading Rule Clearance Form. For certain designated sleeved funds or portfolios, the Code of Ethics Officer, the Deputy Code of Ethics Officer or their designee may permit a sale in the portfolio manager’s personal account without obtaining written approval from the Chief Investment Officer and Code of Ethics Officer, if the portfolio manager (but not the Chief Investment Officer of Equities and Director of Equity Research , who are not eligible for this exception) does not actually manage the sleeves of the funds or portfolios, but rather is a named portfolio manager for the overall fund(s), and if the portfolio manager does not have any actual knowledge of day-to-day trade activities and upcoming changes in ratings of securities in the sleeves of the funds or portfolios.
3.5. No Personal Benefit (Portfolio Managers and Analysts)
No portfolio manager shall cause, and no analyst shall recommend, an action that would cause a Putnam client to take action for the portfolio manager’s or analyst’s own personal benefit. A portfolio manager who trades in, or an analyst who recommends, particular securities for a Putnam client account in order to support the price of securities in his personal account, or who “front runs” a Putnam client order, is in violation of this Rule.
Section 4 —Reporting Requirements
4.1. Brokerage/Securities Accounts —Initial and Annual Requirements
All employees (on their own behalf and on behalf of their Immediate Family members (see Definitions)) are required to report the existence of any accounts that have the capability of purchasing any securities. This Rule includes all brokerage accounts, accounts held directly at an issuer’s transfer agent, and securities held in physical certificate form by an employee or any Immediate Family member of the employee, or any other accounts in which reportable securities can be traded and/or held. The only investment accounts excluded from this rule are accounts that are only permitted to hold open-end mutual funds (other than Putnam open-end funds) and no other investments, and TreasuryDirect accounts, which can only purchase Treasury securities.
To satisfy this requirement, a new employee must complete the Code of Ethics and Broker Account Certification, and Access Persons must also complete Initial Holdings Certification in the Code of Ethics PTA system, and supply the Code of
Ethics Department with a copy of the most recent statement for each account, within the required time frame below:
• Access Persons — within 10 days of hire
• Non-access Persons — within 30 days of hire
In addition, a new employee must obtain written approval from the Code of Ethics staff to maintain his/her reportable accounts within 30 days of hire.
All current U.S. employees must contact the Code of Ethics staff and obtain written approval from the Code of Ethics staff prior to opening any new accounts outside of Putnam (including accounts being opened for Immediate Family members), and disclose them. This Rule includes all brokerage accounts (including a self-directed brokerage account in the Putnam 401(k) plan), accounts held directly at an issuer’s transfer agent, and securities held in physical certificate form by an employee or any Immediate Family member of the employee, or any other accounts in which reportable securities can be traded and/or held.
Non-U.S. current employees opening a new account (including accounts being opened for Immediate Family members) must disclose them to the Code of Ethics Department prior to opening, or immediately after opening, the account in advance of the first personal securities transaction in the account.
All employees will be required to certify annually that all accounts requiring disclosure are accurately listed in the Code of Ethics PTA system.
4.2. Separate Provisions for Brokerage/Securities Accounts That Are Professionally Managed (Discretionary) Accounts —Initial and Annual Requirements
If you wish to establish a professionally managed or discretionary account (including professionally managed or discretionary accounts being opened for Immediate Family members), where you completely turn over decision-making authority to a professional money manager who is not subject to this Code and you have no direct or indirect influence or control over the discretionary account, you must disclose the existence of the account and receive approval from the Code of Ethics staff in advance of the first personal securities transaction (new employees have 30 days to obtain the appropriate approval). You do not need to pre-clear or report securities transactions in these accounts. Please note that a discretionary account may not purchase an IPO or hold Putnam open-end mutual funds. The broker or advisor maintaining discretion over the account must be an independent third party, not affiliated with or related to a family member of the Putnam employee in any way.
In order for the account to be considered discretionary, the employee must:
Complete an initial certification in which both the employee and the broker/advisor certify that the Putnam employee or Immediate Family member does not participate in investment decisions on the account;
Complete an annual certification in which the employee certifies that the Putnam employee or Immediate Family member does not participate in investment decisions on the account, and does not have direct or indirect influence or control over the account;
Respond, and arrange for the employee’s broker/advisor to respond, to such inquiries as deemed advisable by the Code of Ethics staff in their assessment of whether the account is discretionary; and
Ensure that copies of broker statements are delivered to Putnam investments.
4.3. Account Confirmations and Statements
All employees are required to ensure that copies of all confirmations and statements are delivered to Putnam for all accounts described in Section 4.1, and to ensure that copies of all statements (but not confirmations) are delivered to Putnam for all discretionary accounts described in Section 4.2. When the employee discloses the account as required, the Code of Ethics staff will issue a 407 letter, or other communication to the entity where the employee’s account is held, requesting that confirmations and statements be sent to Putnam on the employee’s behalf. However, it is ultimately the employee’s responsibility to ensure that his or her broker has complied with this request. Employees in non-U.S. offices may be subject to different requirements with respect to the frequency of providing account confirmations and statements. Any such different requirements will be communicated to the employees by the Code of Ethics staff.
If it is discovered that these reports are not being delivered to Putnam, the Code of Ethics staff will bring this issue to the employee’s attention and request he or she assist in rectifying the issue. If it is determined that a broker has failed to comply with requests to deliver these reports, Putnam reserves the right to require the employee to close the account within 30 days by transferring the account to another dealer willing to comply with this requirement (any trades as a result of a transfer must be pre-cleared). In cases where Putnam has an electronic reporting relationship established with a firm, Putnam may rely on this electronic reporting for monitoring and record keeping in lieu of receiving trade confirmations and statements via mail.
4.4. Approved Brokers — U.S. Employees Only
U.S. employees of Putnam are required to hold each of their personal accounts (including any retirement, pension, deferred compensation, or similar accounts) at a Putnam-approved broker that provides Putnam with an electronic broker feed. The list of approved brokers is posted to the Putnam Compliance intranet homepage and the Code of Ethics PTA system. In limited circumstances, employees may be allowed to hold personal accounts at a non-Putnam-approved broker (examples include retirement accounts at current employers of Immediate Family members and accounts that cannot legally be transferred to Putnam-approved brokers). In such a case, the employee must notify the Code of Ethics Officer in writing and provide the reason why the account cannot be transferred to a Putnam-approved broker or why the employee otherwise requests an exception be granted by the Code of Ethics Officer or Deputy Code of Ethics Officer. In the event an exception is granted, the employee must arrange for trade confirmations and account statements (quarterly) to be sent to the Code of Ethics staff.
Section 5 — Additional Reporting, Certification, and Training Requirements
5.1. Initial/Annual Holdings Report — Access Persons Only
Access Persons must disclose and certify their securities holdings, including all holdings for Immediate Family member accounts, within 10 days of hire (or within 10 days of becoming an Access Person) and then on an annual basis thereafter (within 45 days after the end of the year). The report of securities holdings must include all securities that require pre-clearance under Section 1.1, as well as holdings in non-U.S. sovereign government debt, ETFs, ETNs, ETCs, options, futures, and other derivative securities, and holdings of Putnam open-end U.S. mutual funds not held through a Putnam account and U.S. registered mutual funds to which Putnam acts as advisor or sub-advisor (see Section 4). Each of the initial and annual holdings reports must contain the following information:
Initial holdings report:
• The title, number of shares, and principal amount of each security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person,
• The name of any broker, dealer, or bank with whom the Access Person maintained an account in which any
securities could be held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and
• The date that the report is submitted by the Access Person.
Annual holdings report:
• The title, number of shares, and principal amount of each security in which the Access Person had any direct or indirect beneficial ownership,
• The name of any broker, dealer, or bank with whom the Access Person maintained an account in which any securities could be held for the direct or indirect benefit of the Access Person; and
• The date that the report is submitted by the Access Person.
5.2. Quarterly Transaction Report —Access Persons Only
Access Persons must disclose and certify all of their personal securities transactions, including transactions for Immediate Family member accounts, within 20 calendar days following the end of each quarter. If the 20th of a month after the end of a quarter falls on a holiday or weekend, the Code of Ethics Officer may extend the deadline. In addition to the securities requiring pre-clearance under Section 1.1, Access Persons are also required to disclose and certify all personal transactions in non-U.S. sovereign government debt, as well as ETFs, ETNs, ETCs, options, futures, and other derivative securities, and not just those requiring pre-clearance. The quarterly transaction report must contain the following information:
• The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares, and the principal amount of each transaction involved,
• The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition),
• The price of the security at which the transaction was effected,
• The name of the broker, dealer, or bank with or through which the transaction was effected, and
• The date that the report is submitted by the Access Person
5.3. Annual Certification —All Employees
Each calendar year, all employees will be required to certify that they have reviewed and understand the rules and requirements of the Code and that the list of brokerage accounts (for the employee and all Immediate Family members) disclosed in the Code of Ethics PTA system is accurate. An email notification will be sent informing employees of their requirement and the due date.
5.4. Training Requirements —All Employees
As deemed necessary by the Code of Ethics staff, employees will be required to complete training on Putnam’s Code of Ethics. Email notifications will be sent notifying employees of the requirements and the due date.
5.5. Maintenance and Distribution of the Code of Ethics
When revisions are made to the Code of Ethics, all employees will receive a revised version of the Code. The Code will be available to all employees on Putnam’s intranet site. Hard copies may be requested by contacting the Code of Ethics staff.
5.6. Procedures and Timeliness
Most certifications and reports required by the Code are completed in the Code of Ethics PTA system. There are strict deadlines for these filings. Planned absences, vacations, and business trips are not valid excuses for failing to meet a deadline. Employees will receive instructions regarding these submissions and the due dates. Please contact the Code of Ethics staff for assistance.
Section 6 — General Ethics Rules for All Employees
Putnam employees are expected to act ethically at all times in connection with their employment. In addition to complying with the specific provisions of this section, employees should contact the Code of Ethics staff or the Ombudsman if they are not sure how to proceed in any circumstances involving ethical issues or questions.
6.1. Conflicts of Interest
Your obligation to act ethically at all times includes the ethical handling of actual, apparent, and potential conflicts of interest between personal and business affairs. Please note that when this Section 6.1 refers to a “conflict of interest,” it is referring to actual, apparent, and potential conflicts of interest. Conflicts of interest may arise in various circumstances, some of which are covered in the specific situations set forth in the other portions of this Section 6. However, it is not possible to set forth each specific situation under which a conflict of interest may arise.
A conflict of interest arises when a person’s personal affairs interfere with the interests of Putnam or Putnam’s clients. A conflict of interest can also arise when an employee or a member of his or her Immediate Family takes an action or has an interest that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may arise when an employee or a member of his or her Immediate Family receives or grants improper personal benefits as a result of his or her position or in the event that an employee or a member of his or her Immediate Family enters into transactions or agreements with any entity or person with whom Putnam has a business or financial relationship. Putnam employees must recognize (including through their personal trading and conduct) that the firm’s clients always come first, that the employees and the firm must avoid any actual or potential abuse of our positions of trust and responsibility, and that the employees and the firm must never take inappropriate advantage of our positions.
Given that actual, apparent, and potential conflicts of interest may often not be clear-cut, if you have any question or doubt whatsoever, you should consult the Code of Ethics Officer or Deputy Code of Ethics Officer prior to engaging in the activity in question. Any employee who becomes aware of a conflict, potential conflict, or the appearance of a conflict is strongly encouraged to bring it to the attention of the Code of Ethics Officer or Deputy Code of Ethics Officer.
6.2. Outside Business Activities
No Putnam employee shall serve as employee, officer, director, trustee, or general partner of a corporation or entity other than Putnam, without prior written approval of the Code of Ethics Officer, who may also confirm that the employee’s manager has approved such outside position. Requests for a role at a publicly traded company are especially disfavored and are closely reviewed. Permission will be granted only in extenuating circumstances.
All employees must provide a written request seeking approval from the Code of Ethics Officer by entering the details of the proposed position in the Code of Ethics PTA system. Employees may not engage in any outside employment activity until they receive an email approving their request. Employees hired at Putnam with an outside position must disclose the position upon hire in the system and may be required to resign such position if the position presents conflicts of interest or other issues.
FINRA-licensed employees under PRM also have an obligation to disclose outside positions to, and receive approval from, the PRM Compliance Department. Employees must also keep this information accurate by updating their profile in the Code of Ethics system and updating the PRM Compliance Department if they change or terminate a position previously approved.
6.3. Charitable or Non-profit Roles/Role as Trustee or Fiduciary Outside Putnam Investments
6.3(a) An employee may serve as a volunteer, officer, director, or trustee of a charitable or not-for-profit institution, provided that the employee abides by the Code of Ethics with respect to any investment activity for which she has any discretion or input as a volunteer, officer, director, or trustee. The pre-clearance and reporting requirements of the Code of
Ethics do not apply to the trading activities of such charitable or not-for-profit institutions for which an employee serves as a volunteer, officer, director, or trustee unless the employee has discretion for the account. You must contact the Code of Ethics staff if you are asked to serve in a role in which you may have discretion, investment, or financial authority for a charitable or not-for- profit institution to discuss whether such position is permissible and whether you must perform any additional actions prior to serving in such role.
6.3(b) Except as stated below, no Putnam employee shall serve as a trustee, an executor, a custodian, or any other fiduciary, or as an investment advisor or a counselor for any account outside Putnam. Putnam employees may serve as a fiduciary with respect to a religious or charitable trust or foundation, provided that the employee abides by the Code of Ethics with respect to any investment activity for which she has any discretion or input. The pre-clearance and reporting requirements of the Code of Ethics apply to the trading activities of such a religious or charitable trust or foundation if the employee has discretion for the account.
6.3(c) Family Trust or Estate Exception
Putnam employees may serve as a fiduciary with respect to a family trust or estate, as long as the employee abides by all of the Rules of the Code of Ethics with respect to any investment activity over which he has any discretion.
6.4. Service As a Public Official
An employee seeking to serve in an official capacity (elected or unelected, with or without compensation) for any government, government agency, or instrumentality must contact the Code of Ethics Officer prior to serving in such capacity. The Code of Ethics Officer shall review such prospective service to determine whether the service could create any potential conflicts of interest for Putnam (e.g., service of a government body that can select investment managers for a public pension plan) and to determine any appropriate steps to address conflicts.
6.5. Family Members’ Conflict Policy
No employee or member of an employee’s Immediate Family shall have any direct or indirect personal financial interests in companies that do business with Putnam, unless such interest is disclosed and approved by the Code of Ethics Officer.
6.5(a) Corporate Purchase of Goods and Services
Putnam will not acquire goods and services from any firm in which a member of an employee’s Immediate Family serves as a sales representative or in a senior management capacity, or has an ownership interest (excluding normal investment holdings in public companies), unless permission is obtained from the Chief Financial Officer and the Code of Ethics Officer. Any employee who is aware of a proposal to purchase goods and services from a firm with which a member of the employee’s Immediate Family has one of these associations must notify the Chief Financial Officer and the Code of Ethics Officer.
6.5(b) Portfolio Trading
Putnam will not allocate any client trades to any firm that employs a member of an employee’s Immediate Family as a sales representative to Putnam (in a primary, secondary, or backup role). Any Putnam employee who is aware that an Immediate Family member serves as a broker-dealer’s sales representative to Putnam should inform the Code of Ethics Officer.
6.5(c) Definition of Immediate Family (specific to this rule)
“Immediate Family” of an employee means (1) spouse, fiancé(e), or domestic partner of the employee, (2) any child, sibling, or parent of an employee and any person married to a child, sibling, or parent of an employee, and (3) any other person who lives in the same household as the employee
6.6. CFA Institute Code of Ethics and Standards of Professional Conduct
All members of the Investment Division and any other CFA institute Members or Candidates must follow and abide by the spirit of the Code of Ethics and the Standards of Professional Conduct of the CFA Institute as in effect from time to time (see the Appendix for a copy of the version in force as of the date of the Putnam Investments Code). The text of the CFA Institute Code of Ethics and Standards of Professional Conduct can be found on the Putnam Compliance Department intranet home page, which is accessible from the Putnam intranet home page. The terms of Putnam’s Code of Ethics shall govern in any case where there is a conflict between the terms of this Code and the CFA Institute Code of Ethics and Standards of Professional Conduct. Please contact the Code of Ethics Officer with any questions.
6.7. Business Ethics, Ombuds, and Hotlines
6.7(a) If a Putnam employee suspects that fraudulent, illegal, or other irregular activity (including violations of the Code of Ethics) might be occurring at Putnam, the activity should be reported immediately to Putnam’s Controller, Chief Compliance Officer, or Code of Ethics Officer through the Ombuds or hotlines described below or through Putnam’s Human Resources department
6.7(b) Putnam has established the office of the corporate ombuds as a resource to help employees address legal or ethical issues in the workplace and to allow employees to voice concerns or seek clarity on issues. The Ombuds provides a confidential, independent, and impartial source to employees to discuss potential violations of law or of company standards without fear of retribution, and serves as a neutral party with no vested interest in a particular outcome.
6.7(c) An employee who does not feel comfortable reporting activity in the manner described in 6.6(a) may instead contact any of the following on an anonymous basis:
• The Putnam Ethics hotline at 1-888-475-4210,
• The Putnam Funds Trustees’ hotline at 1-866-858-4155, or
• Putnam’s Ombuds at 1-866-ombuds7 (866-662-8377).
6.7(d) Employees will not be retaliated against for reporting information in good faith and in accordance with this Code. Putnam will not terminate employment, demote, transfer to an undesirable assignment, or otherwise discriminate against or harass an employee for calling attention to suspected unethical or illegal acts. It is a violation of this Code to intimidate or impose any other form of retaliation on an employee who reports any actual or suspected illegal or unethical conduct. Putnam takes claims of retaliation very seriously and will promptly investigate allegations of retaliation, subjecting anyone found responsible for retaliating against an employee who reported unethical or illegal conduct to disciplinary action up to and including termination of employment. However, an employee who knowingly makes a false report may be subject to discipline.
Section 7 — Material, Non-Public Information and Insider Trading
7.1. Material, Non-Public Information and Insider Trading
Antifraud provisions of the U.S. securities laws as well as the laws of other countries generally prohibit persons who possess material, non-public information from trading on or communicating that information to others. Putnam’s policy calls for strict compliance with such laws. Unlawful trading while in possession of material, non-public information is a very serious matter and can be a crime punishable by imprisonment. There is also significant monetary liability for an inside trader, which can include liability to private plaintiffs and/or the Securities and Exchange Commission, which can seek a court order requiring a violator to pay back profits, as well as penalties substantially greater than those profits. In certain cases, controlling persons of inside traders, including supervisors of inside traders or Putnam itself, can be liable for penalties.
Employees found to have conducted this activity will be immediately referred to the Code of Ethics Oversight Committee or
Putnam’s Chief Executive Officer to determine the appropriate sanction, up to and including termination.
While employees in the Investment Division are most likely to come into contact with material, non-public information, the rules (and sanctions) in this area apply to all Putnam employees (see Section 7.2 for information on what to do if you believe you may have material, non-public information).
7.2. Reporting and Restrictions
Any employee who believes he or she is (or may be) in possession of material, non-public information must immediately contact Putnam’s Chief Compliance Officer or an attorney in Putnam’s Legal Department, and provide details on the information received and the source. The employee must also take precautions to maintain the confidentiality of the information in question, and not share this information with anyone outside of Putnam’s Legal and Compliance Division. This provision does not, however, prevent any employee who suspects possible violations of law or regulation from providing such information to Putnam’s Controller, Chief Compliance Officer, or Code of Ethics Officer through the Ombudsman or hotlines or through Putnam’s Human Resources department as described in Section 6.6 or to any governmental agency or entity, or self-regulatory authority, including but not limited to the Securities and Exchange Commission or the Financial Industry Regulatory Authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation.
After reviewing the facts and circumstances, Putnam’s Chief Compliance Officer or Putnam’s Legal Department will make a determination as to whether possession of the information warrants restricting trading activity in the issuer’s securities for client accounts as well as personal securities transactions for employees or whether other steps are appropriate, such as the establishment of an information barrier or other trading restrictions.
7.3. Special Provisions Applicable to Putnam Affiliates
Any employee wishing to place a trade in the securities of Great-West Lifeco Inc., Power Financial Corporation, Power Corporation of Canada, or IGM Financial Inc. must contact the Code of Ethics Officer or the Deputy Code of Ethics Officer to request manual approval of the pre-clearance request. An employee requesting such approval must certify that he or she is not in possession of any material, non-public information regarding the company in which he or she is seeking to place a trade. The decision whether or not to grant the pre-clearance request is in the sole discretion of the Code of Ethics Officer and the Deputy Code of Ethics Officer. The Code of Ethics Officer and Deputy Code of Ethics Officer will reject any such request for pre-clearance made by (i) directors of a Putnam-branded subsidiary of Putnam Investments, LLC; and (ii) persons who hold the office of chief executive officer, chief operating officer, chief financial officer, president, vice-president, secretary, assistant secretary, treasurer, or assistant treasurer of Putnam or its Putnam-branded subsidiaries, and any other person who performs functions similar to those normally performed by a person holding such office (as determined by the Legal and Compliance Department) during the period beginning five weeks before and ending two full trading days after the issue of a press release announcing quarterly or annual financial results of Great-West Lifeco Inc.
7.4. Putnam Equity Plan, TH Lee Funds, and Putnam Hedge Funds
Great-West Lifeco Inc. stock shares owned by Putnam Investments, LLC Equity Incentive Plan (or any successor plan) shareholders are administered by the Putnam HR department; therefore, holdings of such shares do not need to be reported under this Code. In addition, the exercise of rights under the Putnam Investment, LLC Equity Incentive Plan to acquire Great-West Lifeco Inc. stock and the sale of such stock during specified window periods does not need to be pre-cleared under this Code, and such transaction does not need to be reported on the quarterly transaction report for Access Persons. However, if an employee holds Great-West Lifeco Inc. stock shares outside of the Putnam Investments, LLC Equity Incentive Plan (for example, in a brokerage account), such brokerage account and the holding must be reported under this Code.
Investments in Putnam hedge funds and in certain TH Lee private funds by employees are administered by the Putnam HR department. Therefore, employees do not need to pre-clear or report such funds under this Code.
7.5. PIL Employees
For PIL employees, certain topics are covered by the Market Abuse rules of the U.K. Financial Conduct Authority. PIL employees receive information on this topic in their annual instructor-led code of ethics and compliance training.
Section 8 —Sanctions
The Code of Ethics Oversight Committee reviews violations of the Code by employees and approves sanctions that it believes fit the circumstances. These sanctions include written warnings, trading bans, suspension or termination of employment and disgorgement of profits (or payment of losses avoided) from impermissible trading. Sanctions will apply even if the exception results from inadvertence rather than intentional behaviors, although the Committee’s belief that an employee has violated the Code of Ethics intentionally may result in more severe sanctions. Sanctions for subsequent violations (based on a rolling three-year measurement period) may be more severe than for an employee’s initial violation. Sanctions are communicated to the employee and the employee’s manager. All violations concerning the use of material, non-public information, failure to report inside information, or insider trading will be presented to the Code of Ethics Oversight Committee to determine the appropriate sanction, up to and including termination. Severe criminal penalties may also be imposed.
Section 9 — Procedures for Determinations and Exemptions
No perceived ambiguity in the Code of Ethics shall excuse any violation. Any employee who has a question concerning the applicability of the Code or believes the Code to be ambiguous in a particular situation should request a determination from the Code of Ethics Officer in advance of the conduct. Employees may also request an exemption from the Code of Ethics if they do so in advance of the conduct or transaction sought to be exempted.
Any employee seeking a determination or exemption shall provide the Code of Ethics Officer with such information as the Code of Ethics Officer deems necessary to render the determination or make a decision on the exemption.
Appendix
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CODE OF ETHICS AND STANDARDS OF PROFESSIONAL CONDUCT
PREAMBLE
The CFA Institute Code of Ethics and Standards of Professional Conduct are fundamental to the values of CFA Institute and essential to achieving its mission to lead the investment profession globally by promoting the highest standards of ethics, education, and professional excellence for the ultimate benefit of society. High ethical standards are critical to maintaining the public’s trust in financial markets and in the investment profession. Since their creation in the 1960s, the Code and Standards have promoted the integrity of CFA Institute members and served as a model for measuring the ethics of investment professionals globally, regardless of job function, cultural differences, or local laws and regulations. All CFA Institute members (including holders of the Chartered Financial Analyst® [CFA®] designation) and CFA candidates must abide by the Code and Standards and are encouraged to notify their employer of this responsibility. Violations may result in disciplinary sanctions by CFA Institute. Sanctions can include revocation of membership, revocation of candidacy in the CFA Program, and revocation of the right to use the CFA designation.
THE CODE OF ETHICS
Members of CFA Institute (including CFA charterholders) and candidates for the CFA designation (“Members and Candidates”) must:
• Act with integrity, competence, diligence, respect and in an ethical manner with the public, clients, prospective clients, employers, employees, colleagues in the investment profession, and other participants in the global capital markets.
• Place the integrity of the investment profession and the interests of clients above their own personal interests.
• Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities.
• Practice and encourage others to practice in a professional and ethical manner that will reflect credit on themselves and the profession.
• Promote the integrity and viability of the global capital markets for the ultimate benefit of society.
• Maintain and improve their professional competence and strive to maintain and improve the competence of other investment professionals.
STANDARDS OF PROFESSIONAL CONDUCT
I. PROFESSIONALISM
A. Knowledge of the Law. Members and Candidates must under-stand and comply with all applicable laws, rules, and regulations (including the CFA Institute Code of Ethics and Standards of Professional Conduct) of any government, regulatory organization, licensing agency, or professional association governing their professional activities. In the event of conflict, Members and Candidates must comply with the more strict law, rule, or regulation. Members and Candidates must not knowingly participate or assist in and must dissociate from any violation of such laws, rules, or regulations.
B. Independence and Objectivity. Members and Candidates must use reasonable care and judgment to achieve and maintain independence and objectivity in their professional activities. Members and Candidates must not offer, solicit, or accept any gift, benefit, compensation, or consideration that reasonably could be expected to compromise their own or another’s independence and objectivity.
C. Misrepresentation. Members and Candidates must not knowingly make any misrepresentations relating to investment analysis, recommendations, actions, or other professional activities.
D. Misconduct. Members and Candidates must not engage in any professional conduct involving dishonesty, fraud, or deceit or commit any act that reflects adversely on their professional reputation, integrity, or competence.
II. INTEGRITY OF CAPITAL MARKETS
A. Material Nonpublic Information. Members and Candidates who possess material nonpublic information that could affect the value of an investment must not act or cause others to act on the information.
B. Market Manipulation. Members and Candidates must not engage in practices that distort prices or artificially inflate trading volume with the intent to mislead market participants.
III. DUTIES TO CLIENTS
A. Loyalty, Prudence, and Care. Members and Candidates have a duty of loyalty to their clients and must act with reasonable care and exercise prudent judgment. Members and Candidates must act for the benefit of their clients and place their clients’ interests before their employer’s or their own interests.
B. Fair Dealing. Members and Candidates must deal fairly and objectively with all clients when providing investment analysis, making investment recommendations, taking investment action, or engaging in other professional activities.
C. Suitability.
1. When Members and Candidates are in an advisory relationship with a client, they must:
a. Make a reasonable inquiry into a client’s or prospective client’s investment experience, risk and return objectives, and financial constraints prior to making any investment recommendation or taking investment action and must reassess and update this information regularly.
b. Determine that an investment is suitable to the client’s financial situation and consistent with the client’s written objectives, mandates, and constraints before making an investment recommendation or taking investment action.
c. Judge the suitability of investments in the context of the client’s total portfolio.
2. When Members and Candidates are responsible for managing a portfolio to a specific mandate, strategy, or style, they must make only investment recommendations or take only investment actions that are consistent with the stated objectives and constraints of the portfolio.
D. Performance Presentation. When communicating investment performance information, Members and Candidates must make reasonable efforts to ensure that it is fair, accurate, and complete.
E. Preservation of Confidentiality. Members and Candidates must keep information about current, former, and prospective clients confidential unless:
1. The information concerns illegal activities on the part of the client or prospective client,
2. Disclosure is required by law, or
3. The client or prospective client permits disclosure of the information.
IV. DUTIES TO EMPLOYERS
A. Loyalty. In matters related to their employment, Members and Candidates must act for the benefit of their employer and not deprive their employer of the advantage of their skills and abilities, divulge confidential information, or otherwise cause harm to their employer.
B. Additional Compensation Arrangements. Members and Candidates must not accept gifts, benefits, compensation, or consideration that competes with or might reasonably be expected to create a conflict of interest with their employer’s interest unless they obtain written consent from all parties involved.
C. Responsibilities of Supervisors. Members and Candidates must make reasonable efforts to ensure that anyone subject to their supervision or authority complies with applicable laws, rules, regulations, and the Code and Standards.
V. INVESTMENT ANALYSIS, RECOMMENDATIONS, AND ACTIONS
A. Diligence and Reasonable Basis. Members and Candidates must:
1. Exercise diligence, independence, and thoroughness in analyzing investments, making investment recommendations, and taking investment actions.
2. Have a reasonable and adequate basis, supported by appropriate research and investigation, for any investment analysis, recommendation, or action.
B. Communication with Clients and Prospective Clients. Members and Candidates must:
1. Disclose to clients and prospective clients the basic format and general principles of the investment processes they use to analyze investments, select securities, and construct port-folios and must promptly disclose any changes that might materially affect those processes.
2. Disclose to clients and prospective clients significant limitations and risks associated with the investment process.
3. Use reasonable judgment in identifying which factors are important to their investment analyses, recommendations, or actions and include those factors in communications with clients and prospective clients.
4. Distinguish between fact and opinion in the presentation of investment analysis and recommendations.
C. Record Retention. Members and Candidates must develop and maintain appropriate records to support their investment analyses, recommendations, actions, and other investment-related communications with clients and prospective clients.
VI. CONFLICTS OF INTEREST
A. Disclosure of Conflicts. Members and Candidates must make full and fair disclosure of all matters that could reasonably be expected to impair their independence and objectivity or interfere with respective duties to their clients, prospective clients, and employer. Members and Candidates must ensure that such disclosures are prominent, are delivered in plain language, and communicate the relevant information effectively.
B. Priority of Transactions. Investment transactions for clients and employers must have priority over investment transactions in which a Member or Candidate is the beneficial owner.
C. Referral Fees. Members and Candidates must disclose to their employer, clients, and prospective clients, as appropriate, any compensation, consideration, or benefit received from or paid to others for the recommendation of products or services.
VII. RESPONSIBILITIES AS A CFA INSTITUTE MEMBER OR CFA CANDIDATE
A. Conduct as Participants in CFA Institute Programs. Members and Candidates must not engage in any conduct that compromises the reputation or integrity of CFA Institute or the CFA designation or the integrity, validity, or security of the CFA Institute programs.
B. Reference to CFA Institute, the CFA Designation, and the CFA Program. When referring to CFA Institute, CFA Institute membership, the CFA designation, or candidacy in the CFA Program, Members and Candidates must not misrepresent or exaggerate the meaning or implications of membership in CFA Institute, holding the CFA designation, or candidacy in the CFA program.
[GRAPHIC OMITTED: CFA INSTITUTE LOGO]
www.cfainstitute.org
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