| As filed with the Securities and Exchange Commission on | |
| February 24, 2020 | |
| Securities Act File No. 333-235895 | |
| SECURITIES AND EXCHANGE COMMISSION | |
| WASHINGTON, D.C. 20549 | |
| ---------------- | |
| FORM N-14 | |
| ---- | |
| REGISTRATION STATEMENT UNDER THE SECURITIES | / / |
| ACT OF 1933 | ---- |
| ---- | |
| Pre-Effective Amendment No. // | / / |
| ---- | |
| ---- | |
| Post-Effective Amendment No. 1 | / X / |
| and/or | ---- |
| ---- | |
| ---- | |
| (Check appropriate box or boxes) | |
| ---- | |
| PUTNAM FUNDS TRUST | |
| (Exact Name of Registrant as Specified in Charter) | |
| 100 Federal Street, Boston, Massachusetts 02110 | |
| (Address of Principal Executive Offices) (Zip Code) | |
| (617) 292-1000 | |
| (Area Code and Telephone Number) | |
| ROBERT T. BURNS, Vice President |
| Putnam Funds Trust |
| 100 Federal Street |
| Boston, Massachusetts 02110 |
| (Name and address of agent for service) |
| --------------- |
| Copy to: |
| BRYAN CHEGWIDDEN, Esquire |
| ROPES & GRAY LLP |
| 1211 Avenue of the Americas |
| New York, New York 10036 |
| --------------------- |
This Post-Effective Amendment No. 1 will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
An indefinite amount of the Registrant’s securities have been registered under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940. In reliance upon such Rule, no filing fee is paid at this time.
| PUTNAM FUNDS TRUST | |
| CONTENTS OF REGISTRATION STATEMENT | |
| This Registration Statement contains the following papers and documents: | |
| Cover Sheet | |
| Contents of Registration Statement | |
| Notice of Special Meeting* | |
| Part A – Proxy Statement/Prospectus* | |
| Part B – Statement of Additional Information* | |
| Part C – Other Information | |
| Signature Page | |
| Exhibits | |
__________________________________________
* Incorporated by reference from Registrant’s Registration Statement on Form N-14 as filed with the Securities and Exchange Commission on January 10, 2020 (Form No. 333-235895) (the “Registration Statement”).
| Explanatory Note |
This Post-Effective Amendment No. 1 to the Registration Statement is being filed in order to add, as Exhibit 6(a) to the Registration Statement, an Amended and Restated Management Contract with Putnam Investment Management, LLC dated January 24, 2020, and as Exhibit 13(t) to the Registration Statement, an Expense Limitation Agreement with Putnam Investment Management, LLC dated February 20, 2020.
| PUTNAM FUNDS TRUST |
| Putnam Emerging Markets Equity Fund |
| FORM N-14 |
| PART C |
| OTHER INFORMATION |
Item 15. Indemnification
Reference is made to Article VIII, sections 1 through 3, of the Registrant’s Amended and Restated Agreement and Declaration of Trust, which is incorporated by reference to Post-Effective Amendment No. 186 to the Registrant’s Registration Statement on Form N-1A under the Investment Company Act of 1940, as amended (File No. 811-07513). In addition, the Registrant maintains a trustees and officers liability insurance policy under which the Registrant and its trustees and officers are named insureds. Certain service providers to the Registrant also have contractually agreed to indemnify and hold harmless the trustees against liability arising in connection with the service provider’s performance of services under the relevant agreement.
The Massachusetts business trusts comprising The Putnam Funds (each, a “Trust”) have also agreed to contractually indemnify each Trustee. The agreement between the Trusts and each Trustee, in addition to delineating certain procedural aspects relating to indemnification and advancement of expenses to the fullest extent permitted by the Registrant’s Amended and Restated Agreement and Declaration of Trust and Amended and Restated Bylaws and the laws of The Commonwealth of Massachusetts, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, as now or hereafter in force, provides that each Trust severally shall indemnify and hold harmless the Trustee against any and all expenses actually and reasonably incurred by the Trustee in any proceeding arising out of or in connection with the Trustee’s service to the Trust, unless the Trustee has been adjudicated in a final adjudication on the merits to have engaged in certain disabling conduct.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant’s organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and, therefore, is unenforceable.
Item 16. Exhibits
(1) Amended and Restated Agreement and Declaration of Trust dated March 21, 2014 – Incorporated by reference to Post-Effective Amendment No. 186 to the Registrant’s Registration Statement filed on March 28, 2014.
(2)(a) Amended and Restated Bylaws dated as of October 17, 2014 – Incorporated by reference to Post-Effective Amendment No. 194 to the Registrant’s Registration Statement filed on October 28, 2014.
(2)(b) Amendment to Amended and Restated Bylaws dated as of April 22, 2016 – Incorporated by reference to Post-Effective Amendment No. 236 to the Registrant’s Registration Statement filed on June 27, 2016.
(3) Not applicable.
(4) Form of Agreement and Plan of Reorganization – included as Appendix A to Part A hereof.
(5)(a) Portions of Agreement and Declaration of Trust Relating to Shareholders’ Rights – Incorporated by reference to Post-Effective Amendment No. 186 to the Registrant’s Registration Statement filed on March 28, 2014.
(5)(b) Portions of Bylaws Relating to Shareholders’ Rights – Incorporated by reference to Post-Effective Amendment No. 194 to the Registrant’s Registration Statement filed on October 28, 2014.
(6)(a) Amended and Restated Management Contract with Putnam Investment Management, LLC dated January 24, 2020.
(6)(b) Sub-Management Contract between Putnam Investment Management, LLC and Putnam Investments Limited dated February 27, 2014; Schedule A amended as of October 18, 2019 – Incorporated by reference to Post-Effective Amendment No. 325 to the Registrant’s Registration Statement filed on November 26, 2019.
(6)(c) Sub-Advisory Contract among Putnam Investment Management, LLC, Putnam Investments Limited and The Putnam Advisory Company, LLC dated February 27, 2014 ; Schedule A amended as of October 18, 2019 – Incorporated by reference to Post-Effective Amendment No. 325 to the Registrant’s Registration Statement filed on November 26, 2019.
(7)(a) Amended and Restated Distributor’s Contract with Putnam Retail Management Limited Partnership dated July 1, 2013 – Incorporated by reference to Post-Effective Amendment No. 174 to the Registrant’s Registration Statement filed on October 28, 2013.
(7)(b)(i) Form of Dealer Sales Contract dated March 27, 2012 – Incorporated by reference to Post-Effective Amendment No. 144 to the Registrant’s Registration Statement filed on June 28, 2012.
(7)(b)(ii) Schedule of Dealer Sales Contracts conforming in all material respects to the Form of Dealer Sales Contract filed as Exhibit (7)(b)(i) but which have not been filed as exhibits to the Registrant’s Registration Statement
in reliance on Rule 483(d)(2) under the Securities Act of 1933, as amended – Incorporated by reference to Post-Effective Amendment No. 206 to the Registrant’s Registration Statement filed on March 26, 2015.
(7)(c)(i) Form of Financial Institution Sales Contract dated March 27, 2012 – Incorporated by reference to Post-Effective Amendment No. 144 to the Registrant’s Registration Statement filed on June 28, 2012.
(7)(c)(ii) Schedule of Financial Institution Sales Contracts conforming in all material respects to the Form of Financial Institution Sales Contract filed as Exhibit (7)(c)(i) but which have not been filed as exhibits to the Registrant’s Registration Statement in reliance on Rule 483(d)(2) under the Securities Act of 1933, as amended – Incorporated by reference to Post-Effective Amendment No. 206 to the Registrant’s Registration Statement filed on March 26, 2015.
(8) Trustee Retirement Plan dated October 4, 1996, as amended July 21, 2000 – Incorporated by reference to Post-Effective Amendment No. 64 to the Registrant’s Registration Statement filed on January 28, 2005.
(9)(a) Master Custodian Agreement with State Street Bank and Trust Company dated January 1, 2007; Appendix A amended as of July 24, 2017 – Incorporated by reference to Post-Effective Amendment No. 269 to the Registrant’s Registration Statement filed on October 27, 2017.
(9)(b) Amendment to Master Custodian Agreement with State Street Bank and Trust Company dated August 1, 2013 – Incorporated by reference to Post-Effective Amendment No. 174 to the Registrant’s Registration Statement filed on October 28, 2013.
(10)(a) Class A Distribution Plan and Agreement dated April 1, 2000 – Incorporated by reference to Post-Effective Amendment No. 27 to the Registrant’s Registration Statement filed on May 17, 2000.
(10)(b) Class B Distribution Plan and Agreement dated April 1, 2000 – Incorporated by reference to Post-Effective Amendment No. 27 to the Registrant’s Registration Statement filed on May 17, 2000.
(10)(c) Class C Distribution Plan and Agreement dated April 1, 2000 – Incorporated by reference to Post-Effective Amendment No. 27 to the Registrant’s Registration Statement filed on May 17, 2000.
(10)(d) Class R Distribution Plan and Agreement dated May 8, 2003 – Incorporated by reference to Post-Effective Amendment No. 58 to the Registrant’s Registration Statement filed on January 30, 2004.
(10)(f)(i) Form of Dealer Service Agreement – Incorporated by reference to Post-Effective Amendment No. 5 to the Registrant’s Registration Statement filed on June 30, 1997.
(10)(f)(ii) Schedule of Dealer Service Agreements conforming in all material respects to the Form of Dealer Service Agreement filed as Exhibit (10)(f)(i) but which have not been filed as exhibits to the Registrant’s Registration Statement in reliance on Rule 483(d)(2) under the Securities Act of 1933, as amended – Incorporated by reference to Post-Effective Amendment No. 206 to the Registrant’s Registration Statement filed on March 26, 2015.
(10)(g)(i) Form of Financial Institution Service Agreement – Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement filed on July 19, 1996.
(10)(g)(ii) Schedule of Financial Institution Service Agreements conforming in all material respects to the Form of Financial Institution Service Agreement filed as Exhibit (10)(g)(i) but which have not been filed as exhibits to the Registrant’s Registration Statement in reliance on Rule 483(d)(2) under the Securities Act of 1933, as amended – Incorporated by reference to Post-Effective Amendment No. 206 to the Registrant’s Registration Statement filed on March 26, 2015.
(10)(h) Rule 18f-3 Plan dated November 1, 1999, as most recently amended September 20, 2019 – Incorporated by reference to Post-Effective Amendment No. 327 to the Registrant’s Registration Statement filed on December 26, 2019.
(11)(a) Opinion and consent of Ropes & Gray LLP regarding Putnam International Growth Fund – Incorporated by reference to to the Registrant’s Registration Statement on N-14, filed on January 10, 2020.
(12) Opinion of Ropes & Gray LLP with respect to tax matters – To be filed by post-effective amendment.
(13)(a) Amended & Restated Investor Servicing Agreement - Open-End Funds with Putnam Investment Management, LLC and Putnam Investor Services, Inc. dated July 1, 2013; Appendix A amended as of July 24, 2017 – Incorporated by reference to Post-Effective Amendment No. 269 to the Registrant’s Registration Statement filed on October 27, 2017.
(13)(b) Letter of Indemnity with Putnam Investment Management, LLC dated December 18, 2003 – Incorporated by reference to Post-Effective Amendment No. 59 to the Registrant’s Registration Statement filed on May 28, 2004.
(13)(c) Liability Insurance Allocation Agreement dated December 18, 2003 – Incorporated by reference to Post-Effective Amendment No. 59 to the Registrant’s Registration Statement filed on May 28, 2004.
(13)(d) Master Sub-Accounting Services Agreement between Putnam Investment Management, LLC and State Street Bank and Trust Company dated January 1, 2007; Appendix A amended as of July 24, 2017 – Incorporated by reference to Post-Effective Amendment No. 269 to the Registrant’s Registration Statement filed on October 27, 2017.
(13)(e) Amendment to Master Sub-Accounting Services Agreement between Putnam Investment Management, LLC and State Street Bank and Trust Company dated August 1, 2013 – Incorporated by reference to Post-Effective Amendment No. 174 to the Registrant’s Registration Statement filed on October 28, 2013.
(13)(f) Master Interfund Lending Agreement with the Trusts party thereto and Putnam Investment Management, LLC dated July 16, 2010; Schedules A and B amended as of September 20, 2019 – Incorporated by reference to Post-Effective Amendment No. 325 to the Registrant’s Registration Statement filed on November 26, 2019.
(13)(g) Credit Agreement with State Street Bank and Trust Company and certain other lenders dated September 24, 2015 – Incorporated by reference to Post-Effective Amendment No. 218 to the Registrant’s Registration Statement filed on September 28, 2015.
(13)(h) Joinder Agreement No. 1 to Credit Agreement with State Street Bank and Trust Company and certain other lenders dated August 29, 2016 – Incorporated by reference to Post-Effective Amendment No. 245 to the Registrant’s Registration Statement filed on October 27, 2016.
(13)(i) Amendment No. 1 to Credit Agreement with State Street Bank and Trust Company dated September 22, 2016 – Incorporated by reference to Post-Effective Amendment No. 245 to the Registrant’s Registration Statement filed on October 27, 2016.
(13)(j) Amendment No. 2 to Credit Agreement with State Street Bank and Trust Company dated September 21, 2017 – Incorporated by reference to Post-Effective Amendment No. 269 to the Registrant’s Registration Statement filed on October 27, 2017.
(13)(k) Amendment No. 3 to Credit Agreement with State Street Bank and Trust Company dated September 20, 2018 – Incorporated by reference to Post-Effective Amendment No. 297 to the Registrant’s Registration Statement filed on October 26, 2018.
(13)(l) Amendment No. 4 to Credit Agreement with State Street Bank and Trust Company dated September 19, 2019 – Incorporated by reference to Post-Effective Amendment No. 322 to the Registrant’s Registration Statement filed on October 25, 2019.
(13)(m) Amended and Restated Uncommitted Line of Credit Agreement with State Street Bank and Trust Company dated September 24, 2015 – Incorporated by reference to Post-Effective Amendment No. 218 to the Registrant’s Registration Statement filed on September 28, 2015.
(13)(n) First Amendment to Amended and Restated Uncommitted Line of Credit Agreement with State Street Bank and Trust Company dated August 29, 2016 – Incorporated by reference to Post-Effective Amendment No. 245 to the Registrant’s Registration Statement filed on October 27, 2016.
(13)(o) Second Amendment to Amended and Restated Uncommitted Line of Credit Agreement with State Street Bank and Trust Company dated September 22, 2016 – Incorporated by reference to Post-Effective Amendment No. 245 to the Registrant’s Registration Statement filed on October 27, 2016.
(13)(p) Third Amendment to Amended and Restated Uncommitted Line of Credit Agreement with State Street Bank and Trust Company dated September 21, 2017 – Incorporated by reference to Post-Effective Amendment No. 269 to the Registrant’s Registration Statement filed on October 27, 2017.
(13)(q) Fourth Amendment to Amended and Restated Uncommitted Line of Credit Agreement with State Street Bank and Trust Company dated September 20, 2018 – Incorporated by reference to Post-Effective Amendment No. 297 to the Registrant’s Registration Statement filed on October 26, 2018.
(13)(r) Fifth Amendment to Amended and Restated Uncommitted Line of Credit Agreement with State Street Bank and Trust Company dated September 19, 2019 – Incorporated by reference to Post-Effective Amendment No. 322 to the Registrant’s Registration Statement filed on October 25, 2019.
(13)(s)(i) Form of Indemnification Agreement dated March 18, 2016 – Incorporated by reference to Post-Effective Amendment No. 236 to the Registrant’s Registration Statement filed on June 27, 2016.
(13)(s)(ii) Schedule of Indemnification Agreements conforming in all material respects to the Form of Indemnification Agreement filed as Exhibit (13)(s)(i) but which have not been filed as exhibits to the Registrant’s Registration Statement in reliance on Rule 483(d)(2) under the Securities Act of 1933, as amended – Incorporated by reference to Post-Effective Amendment No. 236 to the Registrant’s Registration Statement filed on June 27, 2016.
(13)(t) Expense Limitation Agreement with Putnam Investment Management, LLC (“PIM”) dated February 20, 2020 – Filed herewith.
(13)(u) Expense Limitation Agreement with Putnam Investor Services, Inc. (“PSERV”) dated June 28, 2019 – Incorporated by reference to Post-Effective Amendment No. 318 to the Registrant’s Registration Statement filed on August 27, 2019.
(14)(a) Consent of KPMG LLP, Independent Registered Public Accounting Firm to Putnam Emerging Markets Equity Fund – Incorporated by reference to to the Registrant’s Registration Statement on N-14, filed on January 10, 2020.
(14)(b) Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm to Putnam International Fund – Incorporated by reference to to the Registrant’s Registration Statement on N-14, filed on January 10, 2020.
(15) Not applicable.
(16) Power of Attorney – Incorporated by reference to to the Registrant’s Registration Statement on N-14, filed on January 10, 2020.
(17) Not applicable.
Item 17. Undertakings
(1) The undersigned Registrant agrees that, prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act of 1933, as amended (the “1933 Act”), the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus filed under paragraph (1) above will be filed as a part of an amendment to this registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
NOTICE
A copy of the Amended and Restated Agreement and Declaration of Trust of Putnam Funds Trust 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 Registrant by an officer of the Registrant as an officer and not individually and 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 relevant series of the Registrant.
| SIGNATURES |
As required by the Securities Act of 1933, as amended, this Registration Statement has been signed on behalf of the Registrant, in the City of Boston and The Commonwealth of Massachusetts on the 24th day of February, 2020.
| PUTNAM FUNDS TRUST | ||||
| By: | /s/ JONATHAN S. HORWITZ | |||
| Name: | Jonathan S. Horwitz | |||
| Title: | Executive Vice President, Principal | |||
| Executive Officer and Compliance Liaison | ||||
As required by the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title |
| /s/ KENNETH R. LEIBLER* | Chair, Board of Trustees |
| Kenneth R. Leibler | |
| /s/ ROBERT L. REYNOLDS* | President and Trustee |
| Robert L. Reynolds | |
| /s/ JONATHAN S. HORWITZ* | Executive Vice President, Principal |
| Jonathan S. Horwitz | Executive Officer and Compliance |
| Liaison | |
| /s/ JANET C. SMITH* | Vice President, Principal Financial Officer, |
| Janet C. Smith | Principal Accounting Officer and |
| Assistant Treasurer | |
| /s/ LIAQUAT AHAMED* | Trustee |
| Liaquat Ahamed | |
| /s/ RAVI AKHOURY* | Trustee |
| Ravi Akhoury | |
| /s/ BARBARA M. BAUMANN* | Trustee |
| Barbara M. Baumann | |
| /s/ KATINKA DOMOTORFFY* | Trustee |
| Katinka Domotorffy | |
| /s/ CATHARINE BOND HILL* | Trustee |
| Catharine Bond Hill | |
| /s/ PAUL L. JOSKOW* | Trustee |
| Paul L. Joskow | |
| /s/ GEORGE PUTNAM, III* | Trustee |
| George Putnam, III | |
| /s/ MANOJ P. SINGH* | Trustee |
| Manoj P. Singh | |
| * By: /s/ JONATHAN S. HORWITZ, as | |
| Attorney-in-Fact pursuant to Power of | |
| Attorney incorporated by reference to | |
| Exhibit (16) to this Registration Statement | |
| on Form N-14, filed on January 10, 2020. | |
| Dated: February 24, 2020 |
| Exhibit Index | |
| Exhibit | Exhibit Title |
| Number | |
| (6)(a) | Amended and Restated Management Contract with Putnam |
| Investment Management, LLC dated January 24, 2020. | |
| (13)(t) | Expense Limitation Agreement with Putnam Investment Management, |
| LLC (“PIM”) dated February 20, 2020. | |
PUTNAM FUNDS TRUST
AMENDED AND RESTATED MANAGEMENT CONTRACT
This Amended and Restated Management Contract dated January 24, 2020 amends and restates in its entirety the Management Contract dated February 27, 2014, between PUTNAM FUNDS TRUST, a Massachusetts business trust (the “Fund”), and PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”).
In consideration of the mutual covenants herein contained, it is agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO FUND.
(a) The Manager, at its expense, will furnish continuously an investment program for the Fund or, in the case of a Fund that has divided its shares into two or more series under Section 18(f)(2) of the Investment Company Act of 1940, as amended (the “1940 Act”), each series of the Fund identified from time to time on Schedule A to this Contract (each reference in this Contract to “a Fund” or to “the Fund” is also deemed to be a reference to any existing series of the Fund, as appropriate in the particular context), will determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested and will, on behalf of the Fund, make changes in such investments. Subject always to the control of the Trustees of the Fund and except for the functions carried out by the officers and personnel referred to in Section 1(d), the Manager will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto. In the performance of its duties, the Manager will comply with the provisions of the Agreement and Declaration of Trust and By-Laws of the Fund and the stated investment objectives, policies and restrictions of the Fund, will use its best efforts to safeguard and promote the welfare of the Fund and to comply with other policies which the Trustees may from time to time determine and will exercise the same care and diligence expected of the Trustees.
(b) The Manager, at its expense, except as such expense is paid by the Fund as provided in Section 1(d), will furnish (1) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully; (2) suitable office space for the Fund; and (3) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the affairs of the Fund, including determination of the net asset value of the Fund, but excluding shareholder accounting services. Except as otherwise provided in Section 1(d), the Manager will pay the compensation, if any, of the officers of the Fund.
(c) The Manager, at its expense, will place all orders for the purchase and sale of portfolio investments for the Fund’s account with brokers or dealers selected by the Manager. In the selection of such brokers or dealers and the placing of such orders, the Manager will use its best efforts to obtain for the 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 Manager, bearing in mind the Fund’s best interests at all times, will 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 Fund may determine, the Manager will 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 the Fund to pay a broker or dealer that provides brokerage and research services to the 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 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 the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. The Manager agrees that in connection with purchases or sales of portfolio investments for the Fund’s account, neither the Manager nor any officer, director, employee or agent of the Manager shall act as a principal or receive any commission other than as provided in Section 3.
(d) The Fund will pay or reimburse the Manager for the compensation in whole or in part of such officers of the Fund and persons assisting them as may be determined from time to time by the Trustees of the Fund. The Fund will also pay or reimburse the Manager for all or part of the cost of suitable office space, utilities, support services and equipment attributable to such officers and persons as may be determined in each case by the Trustees of the Fund. The Fund will pay the fees, if any, of the Trustees of the Fund.
(e) The Manager will not be obligated to pay any expenses of or for the Fund not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 3.
(f) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” and, to the extent required by the 1940 Act and the rules and regulations under the 1940 Act, subject to any applicable guidance or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Manager’s duties under this Contract, including the management of all or a portion of the assets being managed. In all instances, however, the Manager must oversee the provision of delegated services, the Manager must bear the separate costs of employing any sub-adviser or sub-administrator, and no delegation will relieve the Manager of any of its obligations under this Contract.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Fund. It is also understood that the Manager and any person controlled by or under common control with the Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.
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3. COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.
The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to paragraphs (a), (b), and (c) of Section 1, a Base Fee, computed and paid monthly on the Average Net Assets of the Fund at the annual rates set forth on Schedule B attached to this Contract, as from time to time amended, subject to adjustment as set forth on Schedule C attached to this Contract, as from time to time amended. The Fund’s “Average Net Assets” means the average of all of the determinations of the Fund’s net asset value at the close of business on each business day during each period for which such computation is made. The Base Fee, as adjusted, is payable for each month within 15 days after the close of the month.
The fees payable by the Fund to the Manager pursuant to this Section 3 will be reduced by any commissions, fees, brokerage or similar payments received by the Manager or any affiliated person of the Manager in connection with the purchase and sale of portfolio investments of the Fund, less any direct expenses approved by the Trustees incurred by the Manager or any affiliated person of the Manager in connection with obtaining such payments.
In the event that expenses of the Fund for any fiscal year exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year will be reduced by the amount of excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager will be reduced, and if necessary, the Manager will assume expenses of the Fund, to the extent required by the terms and conditions of such expense limitation.
If the Manager serves for less than the whole of a month, the foregoing compensation will be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract will automatically terminate, without the payment of any penalty, in the event of its assignment, provided that no delegation of responsibilities by the Manager pursuant to Section 1(f) will be deemed to constitute an assignment. No provision of this Contract may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No amendment of this Contract is effective until approved in a manner consistent with the 1940 Act, the rules and regulations under the 1940 Act and any applicable guidance or interpretation of the Securities and Exchange Commission or its staff.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract is effective upon its execution and will remain in full force and effect as to a Fund continuously thereafter (unless terminated automatically as set forth in Section 4 or terminated in accordance with the following paragraph) through June 30, 2020, and will continue in effect from year to year thereafter so long as its continuance is approved at least annually by (i) the Trustees, or the shareholders by the affirmative vote of a majority of the outstanding shares of the respective Fund, and (ii) a majority of the Trustees who are not interested persons of the Fund or of the Manager, by vote cast in person at a meeting called for the purpose of voting on such approval.
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Either party hereto may at any time terminate this Contract as to a Fund by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party. Action with respect to a Fund may be taken either (i) by vote of a majority of the Trustees or (ii) by the affirmative vote of a majority of the outstanding shares of the respective Fund.
Termination of this Contract pursuant to this Section 5 will be without the payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the “affirmative vote of a majority of the outstanding shares” of a Fund means the affirmative vote, at a duly called and held meeting of shareholders of the respective Fund, (a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at the meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at the meeting are present in person or by proxy or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at the meeting, whichever is less.
For the purposes of this Contract, the terms “affiliated person,” “control,” “interested person” and “assignment” have their respective meanings defined in the 1940 Act, subject, however, to the rules and regulations under the 1940 Act and any applicable guidance or interpretation of the Securities and Exchange Commission or its staff; the term “approve at least annually” will be construed in a manner consistent with the 1940 Act and the rules and regulations under the 1940 Act and any applicable guidance or interpretation of the Securities and Exchange Commission or its staff; and the term “brokerage and research services” has the meaning given in the Securities Exchange Act of 1934 and the rules and regulations under the Securities Exchange Act of 1934 and under any applicable guidance or interpretation of the Securities and Exchange Commission or its staff.
7. NON-LIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder.
-4-
8. LIMITATION OF LIABILITY OF THE TRUSTEES, OFFICERS, AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust 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 of the 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, officers or shareholders individually but are binding only upon the assets and property of the respective Fund.
[The remainder of this page is intentionally left blank.]
-5-
IN WITNESS WHEREOF, PUTNAM FUNDS TRUST and PUTNAM INVESTMENT MANAGEMENT, LLC have each caused this instrument to be signed on its behalf by its President or a Vice President thereunto duly authorized, all as of the day and year first above written.
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PUTNAM FUNDS TRUST, on behalf of the series listed on Schedule A
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By: |
/s/ Jonathan S. Horwitz |
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Jonathan S. Horwitz Executive Vice President, Principal Executive Officer, and Compliance Liaison |
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PUTNAM INVESTMENT MANAGEMENT, LLC
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By: |
/s/ Robert T. Burns |
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Robert T. Burns Vice President and Chief Legal Officer
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-6-
Schedule A
(as amended April 30, 2018)
PUTNAM MULTI-ASSET ABSOLUTE RETURN FUND
PUTNAM CAPITAL SPECTRUM FUND
PUTNAM EMERGING MARKETS EQUITY FUND
PUTNAM EQUITY SPECTRUM FUND
PUTNAM INTERNATIONAL VALUE FUND
PUTNAM SMALL CAP GROWTH FUND
A-1
Schedule B
(as amended April 30, 2018)
PUTNAM MULTI-ASSET ABSOLUTE RETURN FUND:
Base Fee:
0.880% of the first $5 billion of Total Open-End Mutual Fund Average Net Assets;
0.830% of the next $5 billion of Total Open-End Mutual Fund Average Net Assets;
0.780% of the next $10 billion of Total Open-End Mutual Fund Average Net Assets;
0.730% of the next $10 billion of Total Open-End Mutual Fund Average Net Assets;
0.680% of the next $50 billion of Total Open-End Mutual Fund Average Net Assets;
0.660% of the next $50 billion of Total Open-End Mutual Fund Average Net Assets;
0.650% of the next $100 billion of Total Open-End Mutual Fund Average Net Assets;
0.645% of any excess thereafter.
Benchmark: BofA Merrill Lynch U.S. Treasury Bill Index (G0BA)
Hurdle: 5.00%
Maximum Performance Adjustment Rate: 0.20%
Minimum Performance Adjustment Rate: -0.20%
Legacy Schedule:
Legacy Base Fee:
1.030% of the first $5 billion of Total Open-End Mutual Fund Average Net Assets;
0.980% of the next $5 billion of Total Open-End Mutual Fund Average Net Assets;
0.930% of the next $10 billion of Total Open-End Mutual Fund Average Net Assets;
0.880% of the next $10 billion of Total Open-End Mutual Fund Average Net Assets;
0.830% of the next $50 billion of Total Open-End Mutual Fund Average Net Assets;
0.810% of the next $50 billion of Total Open-End Mutual Fund Average Net Assets;
0.800% of the next $100 billion of Total Open-End Mutual Fund Average Net Assets;
0.795% of any excess thereafter.
Benchmark: BofA Merrill Lynch U.S. Treasury Bill Index (G0BA)
Legacy Hurdle: 7.00%
Legacy Maximum Performance Adjustment Rate: 0.28%
Legacy Minimum Performance Adjustment Rate: -0.28%
PUTNAM CAPITAL SPECTRUM FUND:
Base Fee:
0.880% of the first $5 billion of Total Open-End Mutual Fund Average Net Assets;
0.830% of the next $5 billion of Total Open-End Mutual Fund Average Net Assets;
B-1
0.780% of the next $10 billion of Total Open-End Mutual Fund Average Net Assets;
0.730% of the next $10 billion of Total Open-End Mutual Fund Average Net Assets;
0.680% of the next $50 billion of Total Open-End Mutual Fund Average Net Assets;
0.660% of the next $50 billion of Total Open-End Mutual Fund Average Net Assets;
0.650% of the next $100 billion of Total Open-End Mutual Fund Average Net Assets;
0.645% of any excess thereafter.
Benchmark: 50/50 blend (balanced daily) of S&P 500 Index and JP Morgan Developed High
Yield Index
Maximum Performance Adjustment Rate: 0.32%
Minimum Performance Adjustment Rate: -0.32%
PUTNAM EMERGING MARKETS EQUITY FUND:
Base Fee:
1.080% of the first $5 billion of Total Open-End Mutual Fund Average Net Assets;
1.030% of the next $5 billion of Total Open-End Mutual Fund Average Net Assets;
0.980% of the next $10 billion of Total Open-End Mutual Fund Average Net Assets;
0.930% of the next $10 billion of Total Open-End Mutual Fund Average Net Assets;
0.880% of the next $50 billion of Total Open-End Mutual Fund Average Net Assets;
0.860% of the next $50 billion of Total Open-End Mutual Fund Average Net Assets;
0.850% of the next $100 billion of Total Open-End Mutual Fund Average Net Assets;
0.845% of any excess thereafter.
Benchmark: Morgan Stanley Capital International (MSCI) Emerging Markets (EM) Index (Net
Dividends)
Maximum Performance Adjustment Rate: 0.21%
Minimum Performance Adjustment Rate: -0.21%
PUTNAM EQUITY SPECTRUM FUND:
Base Fee:
0.880% of the first $5 billion of Total Open-End Mutual Fund Average Net Assets;
0.830% of the next $5 billion of Total Open-End Mutual Fund Average Net Assets;
0.780% of the next $10 billion of Total Open-End Mutual Fund Average Net Assets;
0.730% of the next $10 billion of Total Open-End Mutual Fund Average Net Assets;
0.680% of the next $50 billion of Total Open-End Mutual Fund Average Net Assets;
0.660% of the next $50 billion of Total Open-End Mutual Fund Average Net Assets;
0.650% of the next $100 billion of Total Open-End Mutual Fund Average Net Assets;
0.645% of any excess thereafter.
B-2
Benchmark: S&P 500 Index
Maximum Performance Adjustment Rate: 0.40%
Minimum Performance Adjustment Rate: -0.40%
PUTNAM INTERNATIONAL VALUE FUND:
Base Fee:
0.850% of the first $5 billion of Total Open-End Mutual Fund Average Net Assets;
0.800% of the next $5 billion of Total Open-End Mutual Fund Average Net Assets;
0.750% of the next $10 billion of Total Open-End Mutual Fund Average Net Assets;
0.700% of the next $10 billion of Total Open-End Mutual Fund Average Net Assets;
0.650% of the next $50 billion of Total Open-End Mutual Fund Average Net Assets;
0.630% of the next $50 billion of Total Open-End Mutual Fund Average Net Assets;
0.620% of the next $100 billion of Total Open-End Mutual Fund Average Net Assets;
0.615% of any excess thereafter.
Benchmark: S&P Developed/Ex-U.S. LargeMidCap Value Index (until July 1, 2011)
Replacement Benchmark: MSCI EAFE Value Index (Net Dividends) (effective on July 1, 2011)
Maximum Performance Adjustment Rate: 0.15%
Minimum Performance Adjustment Rate: -0.15%
PUTNAM SMALL CAP GROWTH FUND:
Base Fee:
0.780% of the first $5 billion of Total Open-End Mutual Fund Average Net Assets;
0.730% of the next $5 billion of Total Open-End Mutual Fund Average Net Assets;
0.680% of the next $10 billion of Total Open-End Mutual Fund Average Net Assets;
0.630% of the next $10 billion of Total Open-End Mutual Fund Average Net Assets;
0.580% of the next $50 billion of Total Open-End Mutual Fund Average Net Assets;
0.560% of the next $50 billion of Total Open-End Mutual Fund Average Net Assets;
0.550% of the next $100 billion of Total Open-End Mutual Fund Average Net Assets;
0.545% of any excess thereafter.
Benchmark: Russell 2000 Growth Index
Maximum Performance Adjustment Rate: 0.18%
Minimum Performance Adjustment Rate: -0.18%
“Total Open-End Mutual Fund Average Net Assets” means the average of all of the determinations of the aggregate net assets of all open-end funds sponsored by Putnam Management (excluding the net assets of such funds investing in, or invested in by, other such funds, such as Putnam RetirementReady® Funds, to the extent necessary to avoid “double-counting” of such net assets) at the close of business on each business day during each month while the Management Contract is in effect.
B-3
Schedule C
(as amended January 24, 2020)
PUTNAM CAPITAL SPECTRUM FUND, PUTNAM EQUITY SPECTRUM FUND, AND PUTNAM STRATEGIC VOLATILITY EQUITY FUND: Commencing with the thirteenth whole calendar month of the Fund’s operations, the Fund’s Base Fee computed in accordance with Schedule B will be adjusted, on a monthly basis, upward or downward, as the case may be, by an amount computed by applying the Performance Adjustment Rate to the Average Net Assets of the Fund for the Performance Period and dividing the result by twelve.
PUTNAM MULTI-ASSET ABSOLUTE RETURN FUND: Commencing on the business day (the “Effective Date”) following the closing date of the merger of Putnam Absolute Return 500 Fund (“AR 500 Fund”) into Putnam Multi-Asset Absolute Return Fund, the Fund’s Base Fee computed in accordance with Schedule B will be adjusted, on a monthly basis, upward or downward, as the case may be, by an amount computed by applying the Performance Adjustment Rate to the Combined Average Net Assets of the Fund for the Performance Period and dividing the result by twelve (such adjusted fee, the “Current Management Fee”); provided, however, that the Current Management Fee will be further adjusted, on a monthly basis, downward (but not upward) by an amount equal to the difference between the Current Management Fee and the Legacy Management Fee (as defined below), if positive.
“Combined Average Net Assets” means the average of all of the determinations of (i) the sum of the net asset value of each of AR 500 Fund and the Fund at the close of business on each business day during any portion of a Performance Period prior to the Effective Date; and (ii) the Fund’s net asset value at the close of business on each business day during any portion of a Performance Period after and including the Effective Date.
The Legacy Management Fee is an amount equal to the Legacy Base Fee computed in accordance with Schedule B, adjusted, on a monthly basis, upward or downward, as the case may be, by an amount computed by applying the Legacy Performance Adjustment Rate to the Combined Average Net Assets of the Fund for the Performance Period and dividing the result by twelve.
PUTNAM EMERGING M ARKETS EQUITY FUND, PUTNAM INTERNATIONAL VALUE FUND, AND PUTNAM SMALL CAP GROWTH FUND: The Fund’s Base Fee computed in accordance with Schedule B will be adjusted, on a monthly basis, upward or downward, as the case may be, by an amount computed by applying the Performance Adjustment Rate to the Average Net Assets of the Fund for the Performance Period and dividing the result by twelve.
PUTNAM EMERGING MARKETS EQUITY FUND: Commencing on the business day (the “Effective date”) following the closing date of the merger of Putnam International Growth Fund (“International Growth Fund”) into Putnam Emerging Markets Equity Fund, Putnam Emerging Markets Equity Fund’s Base Fee computed in accordance with Schedule B will be adjusted, on a monthly basis, upward or downward, as the case may be, by an amount computed by applying the Performance Adjustment Rate to the Combined Average Net Assets of the Fund for the Performance Period and dividing the result by twelve (such adjusted fee, the “Current Management Fee”); provided, however, that if the use of the Combined Average Net Assets in calculating the Current Management Fee results in the Fund paying a higher management fee than would have been paid using the Average Net Assets of the Fund for periods prior to the Effective Date, Average Net Assets shall be used for purposes of this calculation. Combined Average Net Assets means the average of all of the determinations of (i) the sum of the net asset value of International Growth Fund and Putnam Emerging Markets Equity Fund at the close of business on each business day during any portion of a Performance Period prior to the Effective Date; and (ii) Putnam Emerging Markets Equity Fund’s net asset value at the close of business on each business day during any portion of a Performance Period on or after the Effective Date.
C-1
PUTNAM MULTI-ASSET ABSOLUTE RETURN FUND, PUTNAM CAPITAL SPECTRUM FUND, PUTNAM EQUITY SPECTRUM FUND, AND PUTNAM STRATEGIC VOLATILITY EQUITY FUND: Performance Period. The Performance Period is equal to the shorter of (i) the period from the date the Fund commenced operations to the end of the month for which the fee adjustment is being computed or (ii) the thirty-six month period then ended.
PUTNAM EMERGING MARKETS EQUITY FUND, PUTNAM INTERNATIONAL VALUE FUND, AND PUTNAM SMALL CAP GROWTH FUND: Performance Period. The Performance Period is equal to the shorter of (i) the period from January 1, 2010 to the end of the month for which the fee adjustment is being computed or (ii) the thirty-six month period then ended.
PUTNAM MULTI-ASSET ABSOLUTE RETURN FUND: Performance Adjustment Rate. The Performance Adjustment Rate is equal to the product of 0.04 multiplied by the difference, positive or negative, obtained by subtracting (i) the sum of the Investment Record of the Benchmark for the Performance Period plus the Hurdle from (ii) the Investment Performance of the Measuring Class for the Performance Period; provided that the Performance Adjustment Rate for the Fund may not exceed the Maximum Performance Adjustment Rate set forth on Schedule B or be less than the Minimum Performance Adjustment Rate set forth on Schedule B.
Legacy Performance Adjustment Rate. The Legacy Performance Adjustment Rate is equal to the product of 0.04 multiplied by the difference, positive or negative, obtained by subtracting (i) the sum of the Investment Record of the Benchmark for the Performance Period plus the Legacy Hurdle from (ii) the Investment Performance of the Measuring Class for the Performance Period; provided that the Legacy Performance Adjustment Rate for the Fund may not exceed the Legacy Maximum Performance Adjustment Rate set forth on Schedule B or be less than the Legacy Minimum Performance Adjustment Rate set forth on Schedule B.
PUTNAM CAPITAL SPECTRUM FUND AND PUTNAM EQUITY SPECTRUM FUND: Performance Adjustment Rate. The Performance Adjustment Rate is equal to the product of 0.04 multiplied by the difference, positive or negative, obtained by subtracting (i) the Investment Record of the Benchmark for the Performance Period from (ii) the Investment Performance of the Measuring Class for the Performance Period; provided that the Performance Adjustment Rate for the Fund may not exceed the Maximum Performance Adjustment Rate set forth on Schedule B or be less than the Minimum Performance Adjustment Rate set forth on Schedule B.
C-2
PUTNAM EMERGING MARKETS EQUITY FUND, PUTNAM INTERNATIONAL VALUE FUND, AND PUTNAM SMALL CAP GROWTH FUND: Performance Adjustment Rate. The Performance Adjustment Rate is equal to the product of 0.03 multiplied by the difference, positive or negative, obtained by subtracting (i) the Investment Record of the Benchmark for the Performance Period from (ii) the Investment Performance of the Measuring Class for the Performance Period; provided that the Performance Adjustment Rate for the Fund may not exceed the Maximum Performance Adjustment Rate set forth on Schedule B or be less than the Minimum Performance Adjustment Rate set forth on Schedule B.
ALL FUNDS: Investment Performance and Investment Record. These terms are used as defined in Rule 205-1 under the Investment Advisers Act of 1940, as amended, and shall each be computed on an annualized basis for any Performance Period greater than one year.
PUTNAM MULTI-ASSET ABSOLUTE RETURN FUND: Hurdle. The Fund’s Hurdle and Legacy Hurdle are set forth in Schedule B.
PUTNAM MULTI-ASSET ABSOLUTE RETURN FUND, PUTNAM CAPITAL SPECTRUM FUND, PUTNAM EMERGING MARKETS EQUITY FUND, PUTNAM EQUITY SPECTRUM FUND, AND PUTNAM SMALL CAP GROWTH FUND: Benchmark. The Fund’s initial Benchmark is set forth in Schedule B. If the Trustees determine that another appropriate index of securities prices should be substituted as the Benchmark, the Trustees may determine, with the consent of the Manager, to use such other appropriate index of securities prices for purposes of this Schedule C (the “Replacement Benchmark”) without shareholder approval, unless shareholder approval of the change is otherwise required by applicable law. Any Replacement Benchmark will be applied prospectively to determine the amount of the Performance Adjustment. The Benchmark will continue to be used to determine the amount of the Performance Adjustment for that part of the Performance Period prior to the effective date of the Replacement Benchmark.
PUTNAM INTERNATIONAL VALUE FUND: Benchmark. The Fund’s initial Benchmark is set forth in Schedule B. If the Trustees determine that another appropriate index of securities prices should be substituted as the Benchmark, the Trustees may determine, with the consent of the Manager, to use such other appropriate index of securities prices for purposes of this Schedule C (the “Replacement Benchmark”) without shareholder approval, unless shareholder approval of the change is otherwise required by applicable law. Any Replacement Benchmark will be applied prospectively to determine the amount of the Performance Adjustment. The Benchmark will continue to be used to determine the amount of the Performance Adjustment for that part of the Performance Period prior to the effective date of the Replacement Benchmark.
The Fund’s initial Replacement Benchmark is set forth in Schedule B, together with its effective date of incorporation into the calculation of any adjustment to the Fund’s Base Fee. Any further Replacement Benchmark, and its effective date of incorporation into the calculation of any adjustment to the Fund’s Base Fee, will also be identified on Schedule B.
C-3
ALL FUNDS EXCEPT PUTNAM MULTI-ASSET ABSOLUTE RETURN FUND: Measuring Class. The “Measuring Class” of shares of the Fund initially is Class A shares of the Fund. If the Trustees determine that a different class of shares of the Fund is the most appropriate for use in calculating the Performance Adjustment, the Trustees may change, with the consent of the Manager, the class of shares used as the Measuring Class without shareholder approval, unless shareholder approval of such change is otherwise required by applicable law. If a different class of shares (“Replacement Measuring Class”) is substituted in calculating the Performance Adjustment, the use of that Replacement Measuring Class of shares for purposes of calculating the Performance Adjustment may apply to the entire Performance Period so long as the Replacement Measuring Class was outstanding at the beginning of such period. If the Replacement Measuring Class of shares was not outstanding for all or a portion of the Performance Period, it may only be used in calculating that portion of the Performance Adjustment attributable to the period during which the Replacement Measuring Class was outstanding and any previous portion of the Performance Period will be calculated using the Measuring Class.
PUTNAM MULTI-ASSET ABSOLUTE RETURN FUND: Measuring Class. The “Measuring Class” of shares of the Fund initially is Class A shares of the Fund. If the Trustees determine that a different class of shares of the Fund is the most appropriate for use in calculating the Performance Adjustment, the Trustees may change, with the consent of the Manager, the class of shares used as the Measuring Class without shareholder approval, unless shareholder approval of such change is otherwise required by applicable law. If a different class of shares (“Replacement Measuring Class”) is substituted in calculating the Performance Adjustment, the use of that Replacement Measuring Class of shares for purposes of calculating the Performance Adjustment may apply to the entire Performance Period so long as the Replacement Measuring Class was outstanding at the beginning of such period. If the Replacement Measuring Class of shares was not outstanding for all or a portion of the Performance Period, it may only be used in calculating that portion of the Performance Adjustment attributable to the period during which the Replacement Measuring Class was outstanding and any previous portion of the Performance Period will be calculated using the Measuring Class. With respect to periods prior to the Effective Date, the Measuring Class is Class A shares of AR500 Fund.
Notwithstanding any other provisions in this Schedule C, the computation of the Performance Adjustment Rate, the Legacy Performance Adjustment Rate, the Investment Performance of the Measuring Class and the Investment Record of the Benchmark will be made in accordance with the Investment Advisers Act of 1940, as amended, and any applicable rules thereunder.
C-4
February 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:
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Fund |
Proposed Contractual Limitation on Total Fund Operating Expenses |
Expiration
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Putnam VT International Growth Fund |
1.09% |
April 30, 2021 |
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Putnam VT Multi-Asset Absolute Return Fund |
0.90% |
April 30, 2021 |
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Putnam VT Mortgage Securities Fund |
0.50% |
April 30, 2021 |
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Fund |
Proposed Contractual Limitation on Total Fund Operating Expenses |
Expiration
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Putnam Dynamic Risk Allocation Fund |
0.70% |
Sept. 30, 2020 |
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Putnam Emerging Markets Equity Fund |
0.78% |
February 28, 2021 | |
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Putnam Income Fund |
0.32%/0.33%1 |
Feb. 28, 2021 | |
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Putnam Intermediate-Term Municipal Income Fund |
0.52% |
March 30, 2021 | |
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Putnam International Growth Fund |
0.93% |
January 30, 2021 |
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Putnam Mortgage Opportunities Fund |
0.46% |
Sept. 30, 2020 |
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Putnam Mortgage Securities Fund |
0.32% |
January 30, 2021 |
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Putnam Multi-Asset Absolute Return Fund |
0.77% |
Feb. 28, 2021 |
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Putnam Ultra Short Duration Income Fund |
0.24% |
Nov. 30, 2020 |
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Putnam Short-Term Municipal Income Fund |
0.28% |
March 30, 2021 |
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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%.
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.
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Fund |
Expiration |
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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.
3
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Fund |
Expiration |
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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, 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: _/s/ Robert T. Burns______________________
Robert T. Burns
Vice President and Chief Legal Officer
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Agreed and accepted by each Putnam fund listed on Schedule A,
Schedule B and Schedule C
By: _/s/ Jonathan S. Horwitz__________________________
Jonathan S. Horwitz
Executive Vice President, Principal
Executive Officer, and Compliance Liaison
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5
Schedule A
Putnam California Tax Exempt Income Fund
Putnam Convertible Securities Fund
Putnam Diversified Income Trust
Putnam Asset Allocation Funds
- Putnam Dynamic Asset Allocation Balanced Fund
- Putnam Dynamic Asset Allocation Conservative Fund
- Putnam Dynamic Asset Allocation Growth Fund
- Putnam Income Strategies Portfolio
Putnam Equity Income Fund
Putnam Funds Trust
- Putnam 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
6
-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
7
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
8
Schedule C
Other Funds Subject to Expense Limitations
Putnam Funds Trust
- Putnam Dynamic Asset Allocation Equity Fund
- Putnam Short Term Investment Fund
Putnam Target Date Funds
- Putnam RetirementReady Maturity Fund
- Putnam RetirementReady 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
9