a_pftposex.htm

0000928816-23-000438.txt : 20230331 0000928816-23-000438.hdr.sgml : 20230331 20230331113958 ACCESSION NUMBER: 0000928816-23-000438 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20230331 DATE AS OF CHANGE: 20230331 EFFECTIVENESS DATE: 20230331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUTNAM FUNDS TRUST CENTRAL INDEX KEY: 0001005942 IRS NUMBER: 043299786 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-00515 FILM NUMBER: 23785079 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6177601000 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 POS EX 1 a_pftposex.htm PUTNAM FUNDS TRUST a_pftposex.htm


	As filed with the Securities and Exchange Commission on
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	March 31, 2023
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	Registration No. 333-00515
	811-07513

	SECURITIES AND EXCHANGE COMMISSION
	WASHINGTON, D.C. 20549

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	FORM N-1A
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	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	/ X /
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	Pre-Effective Amendment No.	/ /
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	Post-Effective Amendment No. 382	/ X /
	and/or	----
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	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY	/ X /
	ACT OF 1940	----
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	Amendment No. 381	/ X /
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	(Check appropriate box or boxes)	----

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	PUTNAM FUNDS TRUST
	(Exact Name of Registrant as Specified in Charter)

	100 Federal Street, Boston, Massachusetts 02110
	(Address of Principal Executive Offices) (Zip Code)

	Registrant's Telephone Number, including Area Code
	(617) 292-1000
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It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.

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	--------------
	STEPHEN J. TATE, Vice President
	PUTNAM FUNDS TRUST
	100 Federal Street
	Boston, Massachusetts 02110
	(Name and address of agent for service)
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	Copy to:

	BRYAN CHEGWIDDEN, Esquire
	ROPES & GRAY LLP
	1211 Avenue of the Americas
	New York, New York 10036

	and

	JAMES E. THOMAS, Esquire
	ROPES & GRAY LLP
	800 Boylston Street
	Boston, Massachusetts 02199

	---------------------

This Post-Effective Amendment relates solely to the Registrant’s Putnam Intermediate-Term Municipal Income Fund and Putnam Short-Term Municipal Income Fund series. Information contained in the Registrant's Registration Statement relating to any other series of the Registrant is neither amended nor superseded hereby.

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EXPLANTORY NOTE

Post-Effective Amendment No. 381 to the Registration Statement on Form N-1A (File No. 333-00515) (the “Registration Statement”) of Putnam Funds Trust (the “Registrant”), relating solely to the Registrant’s Putnam Intermediate-Term Municipal Income Fund and Putnam Short-Term Municipal Income Fund series (“Post-Effective Amendment No. 381”), was filed on March 27,

2023, pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “Securities Act”).

This Post-Effective Amendment No. 382 is being filed pursuant to Rule 462(d) under the Securities Act solely for the purpose of adding updated Exhibits (b) and (c)(2) to Post-Effective Amendment No. 381. This Post-Effective Amendment No. 382 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 382 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of Part A and Part B of Post-Effective Amendment No. 381 are incorporated herein by reference.

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PUTNAM FUNDS TRUST

Putnam Intermediate-Term Municipal Income Fund

Putnam Short-Term Municipal Income Fund

FORM N-1A

PART C

OTHER INFORMATION

Item 28.

Exhibits

(a)

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 (No. 333-00515) filed on March 28, 2014.

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(b)

Amended and Restated Bylaws dated as of February 23, 2023.

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(c)(1)

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 (No. 333-00515) filed on March 28, 2014.

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(c)(2)

Portions of Bylaws Relating to Shareholders' Rights.

(d)(1)

Management Contract with Putnam Investment Management, LLC dated February 27, 2014 for Putnam Dynamic Asset Allocation Equity Fund, Putnam Dynamic Risk Allocation Fund, Putnam Floating Rate Income Fund, Putnam Focused Equity Fund, Putnam Global Technology Fund, Putnam Intermediate-Term Municipal Income Fund, Putnam Multi-Cap Core Fund, Putnam Short Term Investment Fund, Putnam Short-Term Municipal Income Fund and Putnam Ultra Short Duration Income Fund; Schedule A and Schedule B amended as of December 1, 2019 -- Incorporated by reference to Post-Effective Amendment No. 346 to the Registrant’s Registration Statement (No. 333-00515) filed on September 28, 2020.

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(d)(2)

Amended and Restated Management Contract with Putnam Investment Management, LLC dated January 24, 2020 for Putnam Multi-Asset Absolute Return Fund, Putnam Emerging Markets Equity Fund, Putnam International Value Fund and Putnam Small Cap Growth Fund -- Incorporated by reference to Post-Effective Amendment No. 332 to the Registrant’s Registration Statement (No. 333-00515) filed on March 30, 2020.

(d)(3)

Amended and Restated Management Contract with Putnam Investment Management, LLC dated March 1, 2023 for Putnam Core Bond Fund -- Incorporated by reference to Post-Effective Amendment No. 380 to the Registrant’s Registration Statement (No. 333-00515) filed on February 28, 2023.

(d)(4)

Management Contract with Putnam Investment Management, LLC dated June 1, 2018 for Putnam Short Duration Bond Fund -- Incorporated by reference to Post-Effective Amendment No. 286 to the Registrant’s Registration Statement (No. 333-00515) filed on June 19, 2018.

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(d)(5)

Amended and Restated Sub-Management Contract between Putnam Investment Management, LLC and Putnam Investments Limited dated July 1, 2022; Schedule A dated March 8, 2023 -- Incorporated by reference to Post-Effective Amendment No. 381 to the Registrant’s Registration Statement (No. 333-00515) filed on March 27, 2023.

(d)(6)

Amended and Restated Sub-Advisory Contract among Putnam Investment Management, LLC, Putnam Investments Limited and The Putnam Advisory Company, LLC dated July 1, 2022; Schedule A dated March 8, 2023-- Incorporated by reference to Post-Effective Amendment No. 381 to the Registrant’s Registration Statement (No. 333-00515) filed on March 27, 2023.

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(e)(1)

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 (No. 333-00515) filed on October 28, 2013.

(e)(2)(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 (No. 333-00515) filed on June 28, 2012.

(e)(2)(ii)

Schedule of Dealer Sales Contracts conforming in all material respects to the Form of Dealer Sales Contract filed as Exhibit (e)(2)(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 (No. 333-00515) filed on March 26, 2015.

(e)(3)(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 (No. 333-00515) filed on June 28, 2012.

(e)(3)(ii)

Schedule of Financial Institution Sales Contracts conforming in all material respects to the Form of Financial Institution Sales Contract filed as Exhibit (e)(3)(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 (No. 333-00515) filed on March 26, 2015.

(f)

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 (No. 333-00515) filed on January 28, 2005.

(g)(1)

Master Custodian Agreement with State Street Bank and Trust Company dated January 1, 2007; Appendix A amended as of December 30, 2020 -- Incorporated by reference to Post-Effective Amendment No. 365 to the Registrant’s Registration Statement (No. 333-00515) filed on February 25, 2022.

(g)(2)

Amendment to Master Custodian Agreement with State Street Bank and Trust Company, dated June 25, 2020 -- Incorporated by reference to Post-Effective Amendment No. 342 to the Registrant’s Registration Statement (No. 333-00515) filed on July 31, 2020.

(g)(3)

Amendment to Master Custodian Agreement with State Street Bank and Trust Company, dated June 25, 2021 -- Incorporated by reference to Post-Effective Amendment No. 360 to the Registrant’s Registration Statement (No. 333-00515) filed on September 27, 2021.

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(h)(1)

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 March 25, 2022 -- Incorporated by reference to Post-Effective Amendment No. 370 to the Registrant’s Registration Statement (No. 333-00515) filed on September 26, 2022.

(h)(2)

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 (No. 333-00515) filed on May 28, 2004.

(h)(3)

Liability Insurance Allocation Agreement dated December 18, 2003 -- Incorporated by reference to Post-Effective Amendment No. 59 to the Registrant’s Registration Statement (No. 333-00515) filed on May 28, 2004.

(h)(4)

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 (No. 333-00515) filed on October 27, 2017.

(h)(5)

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 (No. 333-00515) filed on October 28, 2013.

(h)(6)

Amendment to Master Sub-Accounting Services Agreement between Putnam Investment Management, LLC and State Street Bank and Trust Company dated June 25, 2021 - Incorporated by reference to Post-Effective Amendment No. 360 to the Registrant’s Registration Statement (No. 333-00515) filed on September 27, 2021.

(h)(7)

Amended and Restated Master Interfund Lending Agreement with the Trusts party thereto and Putnam Investment Management, LLC, dated September 24, 2021; Schedules A, B and C amended as of September 23, 2022 -- Incorporated by reference to Post-Effective Amendment No. 374 to the Registrant’s Registration Statement (No. 333-00515) filed on November 23, 2022.

(h)(8)

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 (No. 333-00515) filed on September 28, 2015.

(h)(9)

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 (No. 333-00515) filed on October 27, 2016.

(h)(10)

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 (No. 333-00515) filed on October 27, 2016.

(h)(11)

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 (No. 333-00515) filed on October 27, 2017.

(h)(12)

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 (No. 333-00515) filed on October 26, 2018.

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(h)(13)

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 (No. 333-00515) filed on October 25, 2019.

(h)(14)

Amendment No. 5 to Credit Agreement with State Street Bank and Trust Company, dated October 18, 2019 -- Incorporated by reference to Post-Effective Amendment No. 329 to the Registrant’s Registration Statement (No. 333-00515) filed on February 27, 2020.

(h)(15)

Amendment No. 6 and Consent No. 3 to Credit Agreement with State Street Bank and Trust Company, dated August 27, 2020 -- Incorporated by reference to Post-Effective Amendment No. 352 to the Registrant’s Registration Statement (No. 333-00515) filed on November 25, 2020.

(h)(16)

Amendment No. 7 to Credit Agreement with State Street Bank and Trust Company, dated October 16, 2020 -- Incorporated by reference to Post-Effective Amendment No. 354 to the Registrant’s Registration Statement (No. 333-00515) filed on February 26, 2021.

(h)(17)

Amendment No. 8 to Credit Agreement with State Street Bank and Trust Company, dated October 15, 2021 -- Incorporated by reference to Post-Effective Amendment No. 364 to the Registrant’s Registration Statement (No. 333-00515) filed on December 23, 2021.

(h)(18)

Amendment No. 9 to Credit Agreement with State Street Bank and Trust Company, dated October 14, 2022 -- Incorporated by reference to Post-Effective Amendment No. 374 to the Registrant’s Registration Statement (No. 333-00515) filed on November 23, 2022.

(h)(19)

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 (No. 333-00515) filed on September 28, 2015.

(h)(20)

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 (No. 333-00515) filed on October 27, 2016.

(h)(21)

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 (No. 333-00515) filed on October 27, 2016.

(h)(22)

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 (No. 333-00515) filed on October 27, 2017.

(h)(23)

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 (No. 333-00515) filed on October 26, 2018.

(h)(24)

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 (No. 333-00515) filed on October 25, 2019.

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(h)(25)

Sixth Amendment to Amended and Restated Uncommitted Line of Credit Agreement with State Street Bank and Trust Company, dated October 18, 2019 -- Incorporated by reference to Post-Effective Amendment No. 329 to the Registrant’s Registration Statement (No. 333-00515) filed on February 27, 2020.

(h)(26)

Seventh Amendment and Consent to Amended and Restated Uncommitted Line of Credit Agreement with State Street Bank and Trust Company, dated August 27, 2020 -- Incorporated by reference to Post-Effective Amendment No. 352 to the Registrant’s Registration Statement (No. 333-00515) filed on November 25, 2020.

(h)(27)

Eighth Amendment to Amended and Restated Uncommitted Line of Credit Agreement with State Street Bank and Trust Company, dated October 16, 2020 -- Incorporated by reference to Post-Effective Amendment No. 354 to the Registrant’s Registration Statement (No. 333-00515) filed on February 26, 2021.

(h)(28)

Ninth Amendment Amended and Restated Uncommitted Line of Credit Agreement with State Street Bank and Trust Company, dated October 15, 2021 -- Incorporated by reference to Post-Effective Amendment No. 364 to the Registrant’s Registration Statement (No. 333-00515) filed on December 23, 2021.

(h)(29)

Tenth Amendment to Amended and Restated Uncommitted Line of Credit Agreement with State Street Bank and Trust Company, dated October 14, 2022 -- Incorporated by reference to Post-Effective Amendment No. 374 to the Registrant’s Registration Statement (No. 333-00515) filed on November 23, 2022.

(h)(30)(i)

Form of Indemnification Agreement dated March 18, 2016 -- Incorporated by reference to Post-Effective Amendment No. 236 to the Registrant’s Registration Statement (No. 333-00515) filed on June 27, 2016.

(h)(30)(ii)

Schedule of Indemnification Agreements conforming in all material respects to the Form of Indemnification Agreement filed as Exhibit (h)(30)(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 (No. 333-00515) filed on June 27, 2016.

(h)(31)

Expense Limitation Agreement with Putnam Investment Management, LLC (“PIM”) dated January 27, 2023 -- Incorporated by reference to Post-Effective Amendment No. 380 to the Registrant’s Registration Statement (No. 333-00515) filed on February 28, 2023.

(h)(32)

Expense Limitation Agreement with Putnam Investor Services, Inc. (“PSERV”) dated July 1, 2022 -- Incorporated by reference to Post-Effective Amendment No. 370 to the Registrant’s Registration Statement (No. 333-00515) filed on September 26, 2022.

(i)(1)

Opinion of Ropes & Gray LLP, including consent, for Putnam Short Duration Bond Fund (formerly Putnam Absolute Return 100 Fund), Putnam Core Bond Fund (formerly Putnam Fixed Income Absolute Return Fund), Putnam Multi-Asset Absolute Return Fund (formerly Putnam Absolute Return 700 Fund), Putnam Dynamic Asset Allocation Equity Fund, Putnam Dynamic Risk Allocation Fund, Putnam Emerging Markets Equity Fund, Putnam Floating Rate Income Fund, Putnam Focused Equity Fund (formerly Putnam Global Industrials Fund), Putnam Global Technology Fund, Putnam International Value Fund, Putnam Multi-Cap Core Fund, and Putnam Small Cap Growth Fund -- Incorporated by reference to Post-Effective Amendment No. 120 to the Registrant’s Registration Statement (No. 333-00515) filed on June 3, 2011.

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(i)(2)

Opinion of Ropes & Gray LLP, including consent, for Putnam Ultra Short Duration Income Fund -- Incorporated by reference to Post-Effective Amendment No. 132 to the Registrant’s Registration Statement (No. 333-00515) filed on September 30, 2011.

(i)(3)

Opinion of Ropes & Gray LLP, including consent, for Putnam Short Term Investment Fund -- Incorporated by reference to Post-Effective Amendment No. 162 to the Registrant’s Registration Statement (No. 333-00515) filed on February 15, 2013.

(i)(4)

Opinion of Ropes & Gray LLP, including consent for Putnam Intermediate-Term Municipal Income Fund and Putnam Short-Term Municipal Income Fund -- Incorporated by reference to Post-Effective Amendment No. 166 to the Registrant's Registration Statement (No. 333-00515) filed on March 15, 2013.

(i)(5)

Opinion of Ropes & Gray LLP, including consent for Putnam Mortgage Opportunities Fund -- Incorporated by reference to Post-Effective Amendment No. 207 to the Registrant’s Registration Statement (No. 333-00515) filed on April 6, 2015.

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(j)(1)

Consent of Independent Registered Public Accounting Firm – PricewaterhouseCoopers, for Putnam Short-term Municipal Income Fund -- Incorporated by reference to Post-Effective Amendment No. 381 to the Registrant’s Registration Statement (No. 333-00515) filed on March 27, 2023.

(j)(2)

Consent of Independent Registered Public Accounting Firm – PricewaterhouseCoopers, for Putnam Intermediate-term Municipal Income Fund -- Incorporated by reference to Post-Effective Amendment No. 381 to the Registrant’s Registration Statement (No. 333-00515) filed on March 27, 2023.

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(k)

Not applicable.

(l)

Investment Letter from Putnam Investments, LLC to the Registrant -- Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant's Registration Statement (No. 333-00515) filed on July 19, 1996.

(m)(1)

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 (No. 333-00515) filed on May 17, 2000.

(m)(2)

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 (No. 333-00515) filed on May 17, 2000.

(m)(3)

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 (No. 333-00515) filed on May 17, 2000.

(m)(4)

Class M Distribution Plan and Agreement dated April 1, 2000 -- Incorporated by reference to Post-Effective Amendment No. 27 to the Registrant's Registration Statement (No. 333-00515) filed on May 17, 2000.

(m)(5)

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 (No. 333-00515) filed on January 30, 2004.

(m)(6)(i)

Form of Dealer Service Agreement -- Incorporated by reference to Post-Effective Amendment No. 5 to the Registrant’s Registration Statement (No. 333-00515) filed on June 30, 1997.

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(m)(6)(ii)

Schedule of Dealer Service Agreements conforming in all material respects to the Form of Dealer Service Agreement filed as Exhibit (m)(6)(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 (No. 333-00515) filed on March 26, 2015.

(m)(7)(i)

Form of Financial Institution Service Agreement -- Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement (No. 333-00515) filed on July 19, 1996.

(m)(7)(ii)

Schedule of Financial Institution Service Agreements conforming in all material respects to the Form of Financial Institution Service Agreement filed as Exhibit (m)(7)(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 (No. 333-00515) filed on March 26, 2015.

(n)

Rule 18f-3 Plan dated November 1, 1999, as most recently amended March 1, 2021 -- Incorporated by reference to Post-Effective Amendment No. 354 to the Registrant’s Registration Statement (No. 333-00515) filed on February 26, 2021.

(p)(1)

The Putnam Funds Code of Ethics dated January 27, 2023 -- Incorporated by reference to Post-Effective Amendment No. 380 to the Registrant’s Registration Statement (No. 333-00515) filed on February 28, 2023.

(p)(2)

Putnam Investments Code of Ethics dated February 2023 -- Incorporated by reference to Post-Effective Amendment No. 380 to the Registrant’s Registration Statement (No. 333-00515) filed on February 28, 2023.

Item 29.

Persons Controlled by or Under Common Control with the Fund

Each fund is not controlled by or under common control with any other person.

Item 30.

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

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1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940, 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 31.

Business and Other Connections of the Investment Adviser

Except as set forth below, the directors and officers of each of Putnam Investment Management, LLC, the Registrant’s investment adviser (the “Investment Adviser”), Putnam Investments Limited, investment sub-manager to certain Putnam funds (the “Sub-Manager”), and The Putnam Advisory Company, LLC, investment sub-adviser to certain Putnam funds, have been engaged during the past two fiscal years in no business, profession, vocation or employment of a substantial nature other than as directors or officers of the Investment Adviser, Sub-Manager, or certain of the Investment Adviser’s corporate affiliates. Certain officers of the Investment Adviser serve as officers of some or all of the Putnam funds. The address of the Investment Adviser, its corporate affiliates other than the Sub-Manager, and the Putnam funds is 100 Federal Street, Boston, Massachusetts 02110. The address of the Sub-Manager is 16 St James’s Street, London, England, SW1A 1ER.

Name and Title

Non-Putnam business, profession, vocation or employment

N/A

Item 32.

Principal Underwriter

(a) Putnam Retail Management Limited Partnership is the principal underwriter for each of the following investment companies, including the Registrant:

George Putnam Balanced Fund, Putnam Asset Allocation Funds, Putnam California Tax Exempt Income Fund, Putnam Convertible Securities Fund, Putnam Diversified Income Trust, Putnam Focused International Equity Fund, Putnam Funds Trust, Putnam Global Health Care Fund, Putnam Global Income Trust, Putnam High Yield Fund, Putnam Income Fund, Putnam International Equity Fund, Putnam Investment Funds, Putnam Large Cap Value Fund, Putnam Massachusetts Tax Exempt Income Fund, Putnam Minnesota Tax Exempt Income Fund, Putnam Money Market Fund, Putnam Mortgage Securities Fund, Putnam New Jersey Tax Exempt Income Fund, Putnam New York Tax Exempt Income Fund, Putnam Ohio Tax Exempt Income Fund, Putnam Pennsylvania Tax Exempt Income Fund, Putnam Sustainable Leaders Fund, Putnam Target Date Funds, Putnam Tax Exempt Income Fund, Putnam Tax-Free Income Trust and Putnam Variable Trust.

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(b) The directors and officers of the Registrant's principal underwriter are listed below. Except as noted below, no officer of the Registrant’s principal underwriter is an officer of the Registrant.

The principal business address of each person listed below is 100 Federal Street, Boston, Massachusetts 02110.

Name	Position and Office with the Underwriter
Sipple, Scott C.	President
Tate, Stephen J. *	Chief Legal Officer, General Counsel and Secretary
Robinson, Caitlin E.	Senior Counsel and Assistant Secretary
Maher, Stephen B.	Assistant Treasurer
Norris, Cheryl A.	Assistant Treasurer
Clark, James F.**	Vice President
Ettinger, Robert D.	Financial and Operations Principal, Vice President and Treasurer
Trenchard, Mark C.***	Vice President
Higgins, Matthew W.	Chief Compliance Officer
Whitaker, Anne N.	Manager, Compliance

*Mr. Tate is Vice President and Chief Legal Officer of the Registrant.

**Mr. Clark is Vice President and Chief Compliance Officer of the Registrant.

***Mr. Trenchard is Vice President of the Registrant.

Item 33.

Location of Accounts and Records

Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules promulgated thereunder are the Registrant's Clerk, Michael J. Higgins; the Registrant's investment adviser, PIM; the Registrant's principal underwriter, Putnam Retail Management Limited Partnership (PRM); the Registrant's custodian, State Street Bank and Trust Company (which, in addition to its duties as custodian, also provides certain administrative, pricing and bookkeeping services); and the Registrant’s transfer and dividend disbursing agent, Putnam Investor Services, Inc. The address of the Clerk, PIM, PRM and Putnam Investor Services, Inc. is 100 Federal Street, Boston, Massachusetts 02110. State Street Bank and Trust Company is located at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.

Item 34.

Management Services

None.

Item 35.

Undertakings

None.

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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.

C-10

SIGNATURES

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Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, and The Commonwealth of Massachusetts, on the 31^st day of March 2023.

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Putnam Funds Trust

By: /s/ Jonathan S. Horwitz,

Executive Vice President, Principal Executive Officer and Compliance Liaison

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:

Signature

Title

Kenneth R. Leibler*

Chair, Board of Trustees

Barbara M. Baumann*

Vice Chair, Board of Trustees

Robert L. Reynolds*

President and Trustee

Jonathan S. Horwitz*

Executive Vice President, Principal Executive Officer and Compliance Liaison

Michael J. Higgins*

Vice President, Treasurer, and Clerk

Janet C. Smith*

Vice President, Principal Financial Officer, Principal Accounting Officer and Assistant Treasurer

Liaquat Ahamed*

Trustee

Katinka Domotorffy*

Trustee

Catharine Bond Hill*

Trustee

C-11

Jennifer Williams Murphy*

Trustee

Marie Pillai*

Trustee

George Putnam, III*

Trustee

Manoj P. Singh*

Trustee

Mona K. Sutphen*

Trustee

By: /s/ Jonathan S. Horwitz, as Attorney-in-Fact

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March 31, 2023

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* Signed pursuant to power of attorney filed in Post-Effective Amendment No. 380 to the Registrant's Registration Statement on February 28, 2023.

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Exhibits

(b)

Amended and Restated Bylaws dated as of February 23, 2023.

(c)(2)

Portions of Bylaws Relating to Shareholders' Rights.

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C-13

EX-99.B BYLAWS 2 b_pftex99b.htm EX-99.B BYLAWS b_pftex99b.htm

AMENDED AND RESTATED BYLAWS

PUTNAM ASSET ALLOCATION FUNDS,

PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND,

PUTNAM CONVERTIBLE SECURITIES FUND,

PUTNAM DIVERSIFIED INCOME TRUST,

PUTNAM FOCUSED INTERNATIONAL EQUITY FUND,

PUTNAM FUNDS TRUST,

GEORGE PUTNAM BALANCED FUND,

PUTNAM GLOBAL HEALTH CARE FUND,

PUTNAM GLOBAL INCOME TRUST,

PUTNAM HIGH YIELD FUND,

PUTNAM INCOME FUND,

PUTNAM INTERNATIONAL EQUITY FUND,

PUTNAM INVESTMENT FUNDS,

PUTNAM LARGE CAP VALUE FUND,

PUTNAM MASSACHUSETTS TAX EXEMPT INCOME FUND,

PUTNAM MINNESOTA TAX EXEMPT INCOME FUND,

PUTNAM MONEY MARKET FUND,

PUTNAM MORTGAGE SECURITIES FUND,

PUTNAM NEW JERSEY TAX EXEMPT INCOME FUND,

PUTNAM NEW YORK TAX EXEMPT INCOME FUND,

PUTNAM OHIO TAX EXEMPT INCOME FUND,

PUTNAM PENNSYLVANIA TAX EXEMPT INCOME FUND,

PUTNAM SUSTAINABLE LEADERS FUND,

PUTNAM TARGET DATE FUNDS,

PUTNAM TAX EXEMPT INCOME FUND,

PUTNAM TAX-FREE INCOME TRUST, AND

PUTNAM VARIABLE TRUST

(Dated as of February 23, 2023)

ARTICLE 1

Agreement and Declaration of Trust and Principal Office

1.1 Agreement and Declaration of Trust. These Bylaws shall be subject to the Agreement and Declaration of Trust, as from time to time in effect (the “Declaration of Trust”), of the Massachusetts business trust established by the Declaration of Trust (the “Trust”). Capitalized terms used but not defined in these Bylaws have the meanings given to them in the Declaration of Trust.

1.2 Principal Office of the Trust. The principal office of the Trust shall be located in Boston, Massachusetts. The Trust may have other principal offices within or without the Commonwealth of Massachusetts as the Trustees may from time to time determine.

ARTICLE 2

Meetings of Trustees

2.1 Regular Meetings. Regular meetings of the Trustees may be held without call or notice at such places and at such times as the Trustees may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent Trustees.

2.2 Special Meetings. Special meetings of the Trustees may be held at any time and at any place designated in the call of the meeting when called by the Chair of the Trustees, the President, the Executive Vice President or the Treasurer or by two or more Trustees, sufficient notice thereof being given to each Trustee by the Clerk or an Assistant Clerk or by the officer or the Trustees calling the meeting.

2.3 Notice of Special Meetings. It shall be sufficient notice to a Trustee of a special meeting: (a) to send notice (i) by mail at least forty-eight hours before the meeting, (ii) by courier at least forty-eight hours before the meeting, (iii) by electronic mail (e-mail), facsimile or other electronic means at least twenty-four hours before the meeting, in each case, addressed to the Trustee at his or her usual or last known business or residence address (or e-mail address, facsimile number or other appropriate address); or (b) to give notice to him or her in person or by telephone at least twenty-four hours before the meeting. Notice of a special meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting before or at its commencement the lack of notice to him or her. Any written waiver of notice may be provided and delivered to the Trust by mail, courier, e-mail, facsimile or other electronic means. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting. All notices shall be deemed to be given when sent.

2.4 Quorum. At any meeting of the Trustees a majority of the Trustees then in office shall constitute a quorum. Once a quorum has been validly established for a meeting, it cannot be broken by Trustees withdrawing from the meeting. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

2.5 Telephone Meeting; Action Without a Meeting. Except as otherwise provided in the Declaration of Trust and these Bylaws, any action to be taken by the Trustees may be taken by a majority of the Trustees present at the meeting of the Trustees (a quorum being present), including any meeting held by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting. Any action to be taken by the Trustees may also be taken without a meeting if one or more written consents thereto are signed by a majority of the Trustees. Any written consent may be given by mail, courier, e-mail, facsimile or other electronic means. Copies of such written consents shall

be filed with the minutes of the proceedings of the Trustees. Such consents shall be treated for all purposes as a vote taken at a meeting of the Trustees. If in accordance with the provisions of the Declaration of Trust and these Bylaws any action is taken by the Trustees by written consents of less than all of the Trustees, then prompt notice of any such action shall be furnished to each Trustee who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

ARTICLE 3

Officers

3.1 Enumeration; Qualification. The officers of the Trust shall be a President, a Treasurer, a Clerk and such other officers (including Vice President, which shall include the office of Executive Vice President), if any, as the Trustees from time to time may in their discretion elect. The Trust may also have such agents as the Trustees from time to time may in their discretion appoint. In addition, there shall be a Chair of the Trustees and, at the discretion of the Trustees, there may be a Vice Chair of the Trustees. The Chair of the Trustees and any Vice Chair of the Trustees will be considered officers of the Trustees and not of the Trust. The Chair of the Trustees and any Vice Chair of the Trustees shall be Trustees and may but need not be Shareholders; and any other officer may but need not be a Trustee or a Shareholder. Any two or more offices may be held by the same person.

3.2 Election. The Chair of the Trustees, the President, the Treasurer and the Clerk shall be elected by the Trustees upon the occurrence of any vacancy in any such office. Other officers of the Trustees or of the Trust, if any, may be elected or appointed by the Trustees at any time. Vacancies in any such other office may be filled at any time.

3.3 Tenure. The Chair of the Trustees, the President, the Treasurer and the Clerk shall hold office in each case until he or she dies, resigns, is removed or becomes disqualified. Each other officer of the Trustees or of the Trust, shall hold office, and each agent shall retain authority, at the pleasure of the Trustees. Notwithstanding the foregoing, the tenure of any officer of the Trustees or of the Trust who is an employee or officer of the Trust’s investment adviser or its affiliates shall automatically terminate contemporaneously with the termination of such person’s employment with, or service as officer of, the Trust’s investment adviser and all of its affiliates.

3.4 Powers. Subject to the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers set forth in these Bylaws and in the Declaration of Trust, such duties and powers as are commonly incident to the office occupied by him or her as if the Trust were organized as a Massachusetts business corporation and such other duties and powers as the Trustees may from time to time designate.

3.5 Chair; Vice Chair. Unless the Trustees otherwise provide, the Chair of the Trustees shall preside at all meetings of the Trustees. Each of the Chair of the Trustees and any Vice Chair of the Trustees shall have such other duties and powers relating to the operations of the

Trustees as the Trustees may from time to time designate, but shall have no individual authority to act for the Trust as an officer of the Trust. The Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, as that term is defined in the 1940 Act, may appoint one or more persons to perform the duties of the Chair of the Trustees in the event of his or her absence at any meeting or in the event of his or her disability. The Chair of the Trustees shall also have the power to appoint one or more persons to perform the duties of the Chair of the Trustees in the event of his or her absence at any meeting.

3.6 President. Unless the Trustees otherwise provide by vote or otherwise, the President shall be the principal executive officer of the Trust.

3.7 Treasurer. Unless the Trustees otherwise provide by vote or otherwise, the Treasurer shall be the principal financial and accounting officer of the Trust, and shall, subject to the provisions of the Declaration of Trust and to any arrangement made by the Trustees with a custodian, investment adviser, subadviser or manager, or transfer, Shareholder servicing or similar agent, be in charge of the valuable papers, books of account and accounting records of the Trust, and shall have such other duties and powers as may be designated from time to time by the Trustees or by the principal executive officer of the Trust.

3.8 Clerk. The Clerk shall record all proceedings of the Shareholders and the Trustees in books to be kept therefor, which books or a copy thereof shall be kept at the principal office of the Trust. In the absence of the Clerk from any meeting of the Shareholders or Trustees (or a Committee thereof), an Assistant Clerk, or if there be none or if he or she is absent, a temporary Clerk chosen at such meeting by the chair of such meeting, shall record the proceedings thereof in the aforesaid books.

3.9 Resignations and Removals. Any Trustee or officer may resign at any time by written instrument signed by him or her and delivered to the Chair of the Trustees, the President or the Clerk or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. The Trustees may remove any officer elected or appointed by them with or without cause. Except to the extent expressly provided in a written agreement with the Trust, no Trustee or officer resigning and no officer removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal.

ARTICLE 4

Committees

4.1 Quorum; Voting. Except as provided below or as otherwise specifically provided in the votes or charter constituting a Committee of the Trustees and providing for the conduct of its meetings, a majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business (which quorum once validly established cannot be broken by Trustees withdrawing from the meeting), and any action of such a Committee may be taken by a vote of a majority of the members of such Committee (a) present at a meeting of such Committee

(a quorum being present), including any meeting held by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time (participation by such means shall constitute presence in person at a meeting), or (b) evidenced by one or more written consents, including written consents submitted by mail, courier, e-mail, facsimile or other electronic means. Copies of such written consents shall be filed with the minutes of the proceedings of such Committee. Such consents shall be treated for all purposes as a vote taken at a meeting of such Committee. If in accordance with the provisions of the Declaration of Trust and these Bylaws any action is taken by written consents of less than all of the Committee’s members, then prompt notice of any such action shall be furnished to each member who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice. In the absence of any member of any such Committee, the members thereof present at any properly called meeting, whether or not they constitute a quorum, may appoint a member of the Trustees to act at that meeting only in the place of any absent member.

Except as specifically provided in the votes constituting a Committee of the Trustees and providing for the conduct of its meetings, Section 2.3 of these Bylaws relating to special meetings shall govern the notice requirements for Committee meetings.

4.2 Authority of Trustees. The Trustees have the power to rescind any action of any Committee, but no such rescission shall have retroactive effect unless determined so by the Trustees.

ARTICLE 5

Reports

5.1 General. The Trustees and officers shall render reports at the time and in the manner required by the Declaration of Trust or any applicable law. Officers and Committees shall render such additional reports as they may deem desirable or as may from time to time be required by the Trustees.

ARTICLE 6

Fiscal Year

6.1 General. Except as from time to time otherwise provided by the Trustees, the initial fiscal year of the Trust and each series of the Trust shall end on such date as is determined in advance or in arrears by the Treasurer, and subsequent fiscal years shall end on such date in subsequent years.

ARTICLE 7

Seal

7.1 General. The seal of the Trust, if any, shall consist of a flat-faced die with the word “Massachusetts”, together with the name of the Trust and the year of its organization cut or engraved thereon but, unless otherwise required by the Trustees, the seal need not be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust.

ARTICLE 8

Execution of Papers

8.1 General. Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, contracts, notes and other obligations made, accepted or endorsed by the Trust shall be signed by the President, a Vice President or the Treasurer, and need not bear the seal of the Trust.

ARTICLE 9

Issuance of Shares and Share Certificates

9.1 Sale of Shares. Except as otherwise determined by the Trustees, the Trust will issue and sell for cash or securities from time to time full and fractional Shares, such Shares to be issued and sold at a price of not less than the par value per share, if any, and not less than the net asset value per share as from time to time determined in accordance with procedures adopted by the Trustees and, in the case of fractional Shares, at a proportionate reduction in such price. In the case of Shares sold for securities, such securities shall be valued in accordance with procedures approved by the Trustees for determining the value of the assets of the Trust. The officers of the Trust are severally authorized to take all such actions as may be necessary or desirable to carry out this Section 9.1.

9.2 Share Certificates. In lieu of issuing certificates for Shares, the Trustees or the transfer agent may either issue receipts therefor or may keep accounts upon the books of the Trust for the record holders of such Shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of certificates for such Shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof.

The Trustees may at any time authorize the issuance of Share certificates. In that event, each Shareholder shall be entitled to a certificate stating the number of Shares of each class owned by him or her, in such form as shall be prescribed from time to time by the Trustees. Such certificate shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer. Such signatures may be facsimile if the certificate is signed by a transfer agent or by a registrar. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall cease to be such officer before such certificate is issued, it may be issued by the Trust with the same effect as if he or she were such officer at the time of its issue.

9.3 Loss of Certificates. The transfer agent of the Trust, with the approval of any two officers of the Trust, is authorized to issue and countersign replacement certificates for the Shares of the Trust which have been lost, stolen or destroyed upon (i) receipt of an affidavit or affidavits of loss or non-receipt and of an indemnity agreement executed by the registered holder or his or her legal representative and supported by an open penalty surety bond, said agreement and said bond in all cases to be in form and content satisfactory to and approved by the President or the Treasurer, or (ii) receipt of such other documents as may be approved by the Trustees.

9.4 Issuance of New Certificate to Pledgee. A pledgee of Shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, who alone shall be liable as a Shareholder and entitled to vote thereon.

9.5 Discontinuance of Issuance of Certificates. The Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each Shareholder whom the Trust believes to hold a Share certificate, require the surrender of Share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of Shares in the Trust.

ARTICLE 10

Shareholders

10.1 Call of a Meeting. The Clerk shall provide notice of a meeting of the Shareholders whenever ordered by the Trustees or requested in writing by the holder or holders of at least one-tenth of the outstanding Shares entitled to vote at such meeting. If the Clerk, when so ordered or requested, refuses or neglects for more than 30 days to provide such notice, the Trustees or the Shareholders so requesting may, in the name of the Clerk, call the meeting by giving notice thereof in the manner required when notice is given by the Clerk. Any previously scheduled meeting of Shareholders may be postponed or cancelled by the Trustees upon public notice given prior to the time previously scheduled for such meeting.

regard, any Shares present and entitled to vote at a meeting, including any Shares that are represented by broker non-votes, may, at the discretion of the proxies named therein, be voted in favor of such an adjournment. Any proposal for which sufficient favorable votes have been received may (but need not) be acted upon and considered final and effective regardless of whether the meeting is adjourned to permit additional solicitation with respect to any other proposal that is properly before the meeting.

10.3 Conduct of Meetings. Meetings of the Shareholders shall be presided over by the Chair of the Trustees, or, if the Chair is not present at the meeting, then by a Trustee or officer designated by the Chair or authorized by the Trustees, or if there is no such person present at the meeting, then by any officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chair of the meeting. The chair of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing: an agenda or order of business for the meeting; rules and procedures for maintaining order at the meeting and the safety of those present; conditions on the recording of the meeting; limitations on participation in such meeting to Shareholders of record of the Trust and their duly authorized and constituted proxies, and such other persons as the chair shall permit; restrictions on entry to the meeting after the time fixed for the commencement thereof; limitations on the time allotted to questions or comments by participants; conditions for the removal of any Shareholder or any other person who refuses to comply with meeting procedures, rules or guidelines as set forth by the chair of the meeting; and regulations for the opening and closing of the polls for balloting on matters which are to be voted on by ballot. For any matter to be properly before any meeting of Shareholders, the matter must be a proper matter for Shareholder action under the Declaration of Trust, these Bylaws and applicable law and must be specifically identified in the notice of meeting given by or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chair of the meeting, in the chair’s sole discretion. With the exception of Shareholder proposals submitted in accordance with, and otherwise meeting the requirements of, Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed by the Trustees may be included in the Trust’s proxy materials. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chair of the meeting. The chair of the meeting shall determine, in the chair’s sole discretion, whether to appoint an inspector for any meeting. Unless otherwise determined by the chair of the meeting, meetings shall not be required to be held in accordance with any rules of parliamentary procedure.

10.4 Access to Shareholder List. Shareholders of record may apply in writing to the Trustees for assistance in communicating with other Shareholders for the purpose of calling a meeting in order to vote upon the question of removal of a Trustee. With respect to any Fund as to which the Trust has given such an undertaking in its registration statement, and only such a Fund, or for any other Fund as the Trustees may determine in their sole discretion, when ten or more Shareholders of record who have been such for at least six months preceding the date of

application and who hold in the aggregate Shares having a net asset value of at least $25,000 so apply, the Trustees shall within five business days either:

(i) afford to such applicants access to a list of names and addresses of all Shareholders as recorded on the books of the Trust; or

(ii) inform such applicants of the approximate number of Shareholders of record and the approximate cost of mailing material to them, and, within a reasonable time thereafter, mail, at the applicants’ expense, materials submitted by the applicants, to all such Shareholders of record. The Trustees shall not be obligated to mail materials which they believe to be misleading or in violation of applicable law.

10.5 Record Dates. For the purpose of determining the Shareholders of any class or series of Shares of the Trust who are entitled to vote or act at any meeting or any adjournment thereof, or who are entitled to receive payment of any dividend or of any other distribution, the Trustees (or their designees) may from time to time fix a time, which shall be not more than 90 days before the date of any meeting of Shareholders or more than 60 days before the date of payment of any dividend or of any other distribution, as the record date for determining the Shareholders of such class or series having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution, and in such case only Shareholders of record on such record date shall have such right notwithstanding any transfer of Shares on the books of the Trust after the record date; or without fixing such record date the Trustees may for any such purposes close the register or transfer books for all or part of such period.

The Trustees may, but, unless otherwise required by law, are not required to, fix a new record date for a meeting of Shareholders, including any postponed or adjourned session of such meeting. If, after a postponement or adjournment, a new record date is fixed for the postponed or adjourned meeting, notice of the postponed or adjourned meeting shall be given to Shareholders of record entitled to vote at such meeting.

10.6 Communications with Shareholders. Any notices, reports, statements or other communications with Shareholders of any kind required under the Declaration of Trust, these Bylaws or applicable law may be sent, delivered or made available in any reasonable manner as may be determined by the Trustees or officers if not otherwise prohibited by applicable law, including, without limitation, by mail, courier, e-mail, facsimile or other electronic means or by posting on a website; and such communications may be sent, delivered or otherwise made available to Shareholders in accordance with householding or other similar rules under which a single copy of such notice or report may be sent to Shareholders who reside at the same address. No communication need be given to any Shareholder who shall have failed to inform the Trust of the Shareholder’s current address and the Trustees may from time to time adopt, or may authorize the officers or agents of the Trust to adopt, procedures or policies with respect to

communications to Shareholders that are returned to the Trust or its agents as undeliverable and similar matters. Any Shareholder may waive receipt of any notice or other communication.

10.7 Proxies. The placing of a Shareholder’s name on a proxy pursuant to telephone or electronically transmitted instructions (including instructions submitted via the Internet) obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. Unless otherwise specifically limited by their terms, proxies shall entitle the Shareholder to vote at the relevant meeting of Shareholders and at any postponed or adjourned session of such meeting. Unless revoked, any proxy given in connection with a postponed or adjourned meeting for which a new record date is fixed shall continue to be valid so long as the Shareholder giving such proxy is a Shareholder of record on such new record date.

ARTICLE 11

11.1 Inspection of Books. The Trustees shall from time to time determine whether and to what extent, at what times and places and under what conditions and regulations any of the accounts and books of the Trust or any series thereof shall be open to the inspection of the Shareholders, and no Shareholder shall have any right to inspect any account or book or document of the Trust or any series thereof except as conferred by law or otherwise by the Trustees or by these Bylaws.

ARTICLE 12

Preferences, Rights and Privileges of the

Trust’s Classes of Shares

12.1 General. Each class of Shares of the Trust or of a particular series of the Trust, as the case may be, will represent interests in the same portfolio of investments of the Trust (or that series) and be identical in all respects, except as set forth in the Rule 18f-3 Plan (the “Plan”) of the Trust, as amended from time to time. The Plan is incorporated herein by reference and any amendments to the Plan adopted by the Trustees after the date hereof shall be incorporated herein by reference effective upon approval of such amendments unless determined otherwise by the Trustees at such time.

12.2. Conversion of Class B Shares. Except as hereinafter provided with respect to Shares acquired by exchange or reinvestment of distributions, Class B Shares of the Trust will automatically convert into Class A Shares of the Trust at the end of the month eight years after the month of purchase, or at such earlier time as the Trustees may in their sole discretion determine from time to time as to all Class B Shares purchased on or before such date as the Trustees may specify. Class B Shares acquired by exchange from Class B Shares of another Putnam Fund will convert into Class A Shares based on the date of the initial purchase of the Class B Shares of such other Fund. Class B Shares acquired through reinvestment of distributions will convert into Class A Shares based on the date of the initial purchase of Class B Shares to which such reinvestment Shares relate. For this purpose, Class B Shares acquired

through reinvestment of distributions will be attributed to particular purchases of Class B Shares in accordance with such procedures, which may include without limitation methods of proration or approximation, as the Trustees may in their sole discretion determine from time to time.

ARTICLE 13

Amendments to the Bylaws

13.1 General. These Bylaws may be amended or repealed, in whole or in part, by a majority of the Trustees then in office. These Bylaws may not be amended by Shareholders.

ARTICLE 14

Claims

14.1 Claims. As used herein, a “direct Shareholder claim" shall refer to (i) a claim based upon alleged violations of a Shareholder’s individual rights independent of any harm to the Trust, including a Shareholder’s voting rights under Article 10, rights to receive a dividend payment as may be declared from time to time, rights to inspect books and records, or other similar rights personal to the Shareholder and independent of any harm to the Trust; and (ii) a claim for which a direct shareholder action is expressly provided under the U.S. federal securities laws. Any claim asserted by a Shareholder that is not a direct Shareholder claim, including without limitation any claims purporting to be brought on behalf of the Trust or involving any alleged harm to the Trust, shall be considered a “derivative claim" as used herein.

EX-99.C HOLDERS RTS 3 c_pftex99c.htm EX-99.C HOLDERS RTS c_pftex99c.htm

PORTIONS OF THE BYLAWS RELATING TO SHAREHOLDERS’ RIGHTS

ARTICLE 9

Issuance of Shares and Share Certificates

ARTICLE 10

Shareholders

10.2 Adjournment. Any meeting of Shareholders may, by action of the chair of the meeting, be adjourned from time to time without notice other than announcement at the meeting at which the adjournment is taken with respect to one or more matters to be considered at such meeting to a designated date which may be more than 120 days after the date initially set for the meeting, time and place, whether or not a quorum is present with respect to such matter. Upon motion of the chair of the meeting, the question of adjournment may be (but is not required by these Bylaws to be) submitted to a vote of the Shareholders, and in that case, any adjournment with respect to one or more matters must be approved by the vote of holders of a majority of the Shares present and entitled to vote with respect to the matter or matters adjourned and, if approved, such adjournment shall take place without further notice other than announcement at the meeting at which the adjournment is taken. Unless a proxy is otherwise limited in this regard, any Shares present and entitled to vote at a meeting, including any Shares that are represented by broker non-votes, may, at the discretion of the proxies named therein, be voted in favor of such an adjournment. Any proposal for which sufficient favorable votes have been received may (but need not) be acted upon and considered final and effective regardless of whether the meeting is adjourned to permit additional solicitation with respect to any other proposal that is properly before the meeting.

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to Shareholders of record of the Trust and their duly authorized and constituted proxies, and such other persons as the chair shall permit; restrictions on entry to the meeting after the time fixed for the commencement thereof; limitations on the time allotted to questions or comments by participants; conditions for the removal of any Shareholder or any other person who refuses to comply with meeting procedures, rules or guidelines as set forth by the chair of the meeting; and regulations for the opening and closing of the polls for balloting on matters which are to be voted on by ballot. For any matter to be properly before any meeting of Shareholders, the matter must be a proper matter for Shareholder action under the Declaration of Trust, these Bylaws and applicable law and must be specifically identified in the notice of meeting given by or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chair of the meeting, in the chair’s sole discretion. With the exception of Shareholder proposals submitted in accordance with, and otherwise meeting the requirements of, Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed by the Trustees may be included in the Trust’s proxy materials. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chair of the meeting. The chair of the meeting shall determine, in the chair’s sole discretion, whether to appoint an inspector for any meeting. Unless otherwise determined by the chair of the meeting, meetings shall not be required to be held in accordance with any rules of parliamentary procedure.

(i) afford to such applicants access to a list of names and addresses of all Shareholders as recorded on the books of the Trust; or

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Shareholders of such class or series having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution, and in such case only Shareholders of record on such record date shall have such right notwithstanding any transfer of Shares on the books of the Trust after the record date; or without fixing such record date the Trustees may for any such purposes close the register or transfer books for all or part of such period.

ARTICLE 11

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ARTICLE 12

Preferences, Rights and Privileges of the

Trust’s Classes of Shares

ARTICLE 13

Amendments to the Bylaws

13.1 General. These Bylaws may be amended or repealed, in whole or in part, by a majority of the Trustees then in office. These Bylaws may not be amended by Shareholders.

ARTICLE 14

Claims

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