Form 485BPOS PUTNAM FUNDS TRUST

PUTNAM FUNDS

 

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

Investment Company Act of 1940

 

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

 

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

 

ALL SHARE CLASSES

Exchange Feature

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

 

CLASS A SHARES

 

Distribution and Service Fees

 

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

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

 

Investor Servicing Fees

 

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

 

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

 

Conversion Features

 

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

 

 

Exchange Features

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Initial Sales Charge

 

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

 

Contingent Deferred Sales Charge

 

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

 

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

 

Class A shares are not otherwise subject to a CDSC.

 

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

 

CLASS B SHARES

 

Distribution and Service Fees

 

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

 

Investor Servicing Fees

 

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

 

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

 

 

Conversion Features

 

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

 

Exchange Features

 

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

 

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

 

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

 

 

Initial Sales Charge

 

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

 

Contingent Deferred Sales Charge

 

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

 

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

 

 

CLASS C SHARES

 

Distribution and Service Fees

 

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

 

Investor Servicing Fees

 

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

 

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

 

 

Conversion Features

 

Class C shares automatically convert to Class A shares of the same Fund no later than the end of the month in which the eighth anniversary of the date of purchase occurs (or such earlier date as the Trustees of a Fund may authorize), provided that PSERV or the financial intermediary through which the shareholder purchased such Class C shares has records verifying the completion of the eight-year aging period (if these records are not available, PSERV or the financial intermediary may not effect the conversion or may effect the conversion on a different schedule determined by PSERV or the financial intermediary, which may be shorter or longer than eight years), and further provided that Class A shares are available for purchase by residents

in the shareholder’s jurisdiction. Class C shares purchased through the reinvestment of dividends and other distributions on Class C shares will convert to Class A shares at the same time as the Class C shares with respect to which they were purchased are converted, and Class C shares acquired by the exchange of Class C shares of another Fund will convert to Class A shares based on the time of the initial purchase of such Class C shares, provided the conditions to conversion are satisfied. No sales charges or other charges will apply to any such conversion.

 

 

 

Exchange Features

 

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

 

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

 

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

 

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

 

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

 

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

 

Initial Sales Charge

 

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

 

Contingent Deferred Sales Charge

 

Class C shares are subject to a 1.00% CDSC if the shares are redeemed within one year of purchase; provided that the period of time, and the percentage level of the CDSC, may be less for any Fund if so specified in the Fund’s registration statement or prospectus or statement of additional information as from time to time in effect. Class C shares purchased with reinvested dividends or capital gains are not subject to a CDSC.

 

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

 

CLASS G SHARES

 

Distribution and Service Fees

 

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

 

Investor Servicing Fees

 

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

 

Conversion Features

 

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

 

Exchange Features

 

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

 

Initial Sales Charge

 

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

 

Contingent Deferred Sales Charge

 

Class G shares are not subject to any CDSC.

 

CLASS I SHARES

 

Distribution and Service Fees

 

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

 

 

Investor Servicing Fees

 

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

 

Conversion Features

 

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

 

Exchange Features¹

 

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

 

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

 

__________________

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.

 

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

 

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

 

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

 

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

 

EXECUTION VERSION

 

AMENDMENT NO. 7 TO CREDIT AGREEMENT

 

AMENDMENT NO. 7 (this “Amendment”), dated as of October 16, 2020, to the Credit Agreement, dated as of September 24, 2015, among each trust listed on Schedule 2 thereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent, as amended, supplemented or otherwise modified by Joinder Agreement No. 1, dated as of August 29, 2016, Letter Agreement, dated as of August 29, 2016, Amendment No. 1, dated as of September 22, 2016, Notice Letter, dated October 5, 2016, Notice Letter, dated February 22, 2017, Notice Letter, dated April 19, 2017, Amendment No. 2, dated as of September 21, 2017, Amendment No. 3, dated as of September 20, 2018, Consent No. 1, dated as of November 30, 2018, Notice Letter, dated May 31, 2019, Consent No. 2, dated as of June 24, 2019, Amendment No. 4, dated as of September 19, 2019, Amendment No. 5, dated as of October 18, 2019, and Amendment No. 6 and Consent No. 3, dated as of August 27, 2020 (as the same has been or may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Recitals

I.       Each term that is defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by the Credit Agreement when used herein.

II.       The Borrowers desire to amend the Credit Agreement and the Agent and the Required Banks have agreed thereto, in each case upon the terms and conditions herein contained.

Agreements

Accordingly, in consideration of the Recitals and the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Delivery of an executed counterpart of a signature page of the Loan Documents by telecopy, emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of such Loan Document. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require any of the Agent or the Agreement Banks to accept electronic signatures in any form or format without its prior written consent. Without limiting the generality of the foregoing, each Borrower hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Agreement Banks and the Borrowers, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of such Loan Documents, including with respect to any signature pages thereto.

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

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

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

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

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

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

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

11.              Paragraphs 1 through 10 of this Amendment shall not be effective until the earliest date upon which each of the following conditions shall be satisfied (the “Amendment Effective Date”):

(a)                the Agent shall have received from each Borrower and Required Banks either (i) a counterpart of this Amendment executed on behalf of the such party or (ii) written evidence satisfactory to the Agent (which may include facsimile or electronic mail transmission (in printable format) of a signed signature page of this Amendment) that each such party has executed a counterpart of this Amendment;

(b)               the Agent shall have received from each Borrower a manually signed certificate from the Clerk, Secretary or Assistant Secretary (or other officer acceptable to the Agent) of such Borrower, dated the Amendment Effective Date, in all respects satisfactory to the Agent, (i) certifying as to the incumbency of authorized persons of each Borrower executing this Amendment, (ii) attaching true, complete and correct copies of the resolutions duly adopted by such Borrower’s Managing Body approving this Amendment and the transactions contemplated hereby, all of which are in full force and effect on the Amendment Effective Date, and (iii) certifying that such Borrower’s Charter Documents have not been amended, supplemented or otherwise modified since August 27, 2020 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification;

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

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

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

12.              Each Borrower (a) reaffirms and admits the validity and enforceability of each Loan Document to which it is a party and all of its obligations thereunder and agrees and admits that (i) it has no defense to any such obligation, and (ii) it shall not exercise any setoff or offset to any such obligation, and (b)(1) represents and warrants that, as of the Amendment Effective Date, no Default has occurred and is continuing, and (2) the representations and warranties by such Borrower contained in the Credit Agreement and the other Loan Documents to which it is or is becoming a party are true on and as of the Amendment Effective Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

13.              In all other respects, the Loan Documents shall remain in full force and effect, and no amendment, supplement or other modification in respect of any term or condition of any Loan Document shall be deemed to be an amendment, supplement or other modification in respect of any other term or condition contained in any Loan Document.

14.              This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute a single contract. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart executed and delivered (including by facsimile, or by e-mail transmission of a signed signature page of this Amendment) by the party to be charged.

15.              THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

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IN WITNESS WHEREOF, each party hereto has caused this Amendment No. 7 to be executed on its behalf by its duly authorized representative(s) as of the date first above written.

EACH TRUST LISTED AS A COMPANY ON SCHEDULE 2 HERETO

By: /s/ Jonathan S. Horwitz

Name: Jonathan S. Horwitz

Title: Executive Vice President, Principal Executive Officer, and Compliance Liaison

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

By: /s/ Janet B. Nolin

Name: Janet B. Nolin

Title: Vice President

 

[GRAPHIC OMITTED: STATE STREET LOGO]

EXECUTION VERSION

Letter Amendment

October 16, 2020

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

 

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

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

RE:

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

Ladies and Gentlemen:

State Street Bank and Trust Company (the “Bank”) has made available a $235,500,000 uncommitted discretionary demand line of credit (the “Credit Line”) to each of the Borrowers, each acting on its own behalf or, as applicable, on behalf of each of its respective Existing Funds (as defined below) as described in a letter agreement dated September 24, 2015, by and among the Borrowers and the Bank (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Loan Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Existing Loan Agreement.

Prior to the Seventh Amendment to the Line of Credit, dated as of August 27, 2020 (the “Seventh Amendment”), the Borrowers notified the Bank that (i) effective May 18, 2020 Putnam International Growth Fund merged into Putnam Emerging Markets Equity Fund and upon the effectiveness of such merger Putnam International Growth Fund ceased to exist as a Fund, (ii) effective April 30, 2020 Putnam VT International Growth Fund changed its name to Putnam VT Emerging Markets Equity Fund, (iii) effective August 24, 2020 each of Putnam Capital Spectrum Fund and Putnam Equity Spectrum Fund merged into Putnam Focused Equity Fund, and upon the effectiveness of such mergers each of Putnam Capital Spectrum Fund and Putnam Equity Spectrum Fund ceased to exist. On or about the date of the Seventh Amendment Putnam AMT-Free Municipal Fund changed its name to Putnam Strategic Intermediate Municipal Fund

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

The Borrowers have requested, and the Bank has agreed, (a) to extend the term of the Credit Line, and (b) to make certain changes to the Credit Line. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, each of the Borrowers and the Bank hereby agree as follows:

1.                  Defined Terms. For purposes hereof, the following terms have the following meanings when used herein:

“Added Text” means characters indicated textually in the same manner as the following example: double underlined text.

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

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

2.                  Amendments to Loan Documents. The Existing Loan Agreement is hereby amended to delete the Stricken Text and to add the Added Text, in each case as set forth in the Marked Loan Agreement (the Existing Loan Agreement, as so amended, the “Amended Loan Agreement”).

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

4.                  Miscellaneous

(a)                Other than as amended herein, all terms and conditions of the Amended Loan Agreement and each of the other Loan Documents are ratified and affirmed as of the date hereof in order to give effect to the terms hereof and thereof. This Letter Amendment shall constitute a Loan Document for all purposes of the Amended Loan Agreement.

(b)               Each Borrower severally (and not jointly), for itself and severally (and not jointly) on behalf of each of its respective Funds, but not as to any other Borrower or Fund, represents and warrants as of the date hereof to the Bank as follows: (i) no Default or Event of Default with respect to such Borrower or any such Fund has occurred and is continuing on the date hereof under the Existing Loan Agreement after giving effect to the amendments herein contained; (ii) each of the representations and warranties of such Borrower, on behalf of each such Fund, contained in the Loan Documents is true and correct in all respects on and as of the date of this Letter Amendment (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) the execution, delivery and performance by such

Borrower and each such Fund of each of this Letter Amendment and of the other Loan Documents, as amended hereby (collectively, the “Amended Loan Documents”): (1) are, and will be, within such Borrower’s or such Fund’s power and authority, (2) have been authorized by all necessary trust or corporate proceedings, as the case may be, of such Borrower, (3) do not, and will not, require the consent of any shareholders or other equity holders of such Borrower or such Fund or the approval or consent of, or any notice to or filing with, any governmental authority, other than those which have been received or made, (4) will not contravene any provision of, or exceed any limitation contained in, the certificate or articles of incorporation, agreement and declaration of trust, by-laws and/or other organizational documents of such Borrower or such Fund or its Prospectus or any judgment, decree or order or any law, rule or regulation applicable to such Borrower or such Fund, including, without limitation, the Investment Company Act, (5) are, and will be, in compliance with Regulations T, U and X and the Investment Company Act, (6) do not and will not constitute a violation of, or a default under, any other agreement, order or undertaking binding on such Borrower or such Fund, and (7) do not require the consent or approval of any obligee or holder of any instrument relating to any material Indebtedness of such Borrower or such Fund or the consent or approval of any other party other than for those consents and approvals which have been received; and (iv) each of the Amended Loan Documents constitutes the legal, valid, binding and enforceable obligation of such Borrower, on behalf of its respective Funds, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

(c)                Upon receipt of a fully executed copy of this Letter Amendment, this Letter Amendment shall be deemed to be an instrument under seal and an amendment to the Loan Documents to be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles that would require the application of the laws of another jurisdiction.

(d)               This Letter Amendment may be executed in counterparts each of which shall be deemed to be an original document.

(e)                Delivery of an executed counterpart of a signature page of this Letter Amendment by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Letter Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Letter Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Bank to accept electronic signatures in any form or format without its prior written consent. Without limiting the generality of the foregoing, each Borrower hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation between the Bank and such Borrower, electronic images of this Letter Amendment or any other Loan Documents (in each

case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

[Remainder of Page Intentionally Left Blank]

 

If the foregoing is acceptable to you, please have an authorized officer of each Borrower execute this Letter Amendment below where indicated and return the same to the undersigned.

Very truly yours,

STATE STREET BANK AND TRUST COMPANY

By: /s/ Janet B. Nolin

Name: Janet B. Nolin

Title: Vice President

Acknowledged and Accepted:

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

By: /s/ Jonathan S. Horwitz

Name: Jonathan S. Horwitz

Title: Executive Vice President, Principal Executive Officer,

and Compliance Liaison

STATE STREET BANK AND TRUST COMPANY, as Custodian

By: /s/ Stephanie Mansfield

Name: Stephanie Mansfield

Title: Managing Director

 

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

 

Annex A

 

[See attached]

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