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PNOBX Putnam Sustainable Leaders Fund

Filed: 26 Nov 13, 7:00pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, DC 20549
 
SCHEDULE 14A
(RULE 14A-101)
 
INFORMATION REQUIRED IN PROXY STATEMENT 
 
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
 
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Filed by a Party other than the Registrant /    /

 

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PUTNAM AMERICAN GOVERNMENT INCOME FUND
PUTNAM ARIZONA TAX EXEMPT INCOME FUND
PUTNAM ASSET ALLOCATION FUNDS
PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND
PUTNAM CONVERTIBLE SECURITIES FUND
PUTNAM DIVERSIFIED INCOME TRUST
PUTNAM EQUITY INCOME FUND
PUTNAM EUROPE EQUITY FUND
THE PUTNAM FUND FOR GROWTH AND INCOME
PUTNAM FUNDS TRUST
THE GEORGE PUTNAM FUND OF BOSTON (d/b/a GEORGE PUTNAM BALANCED 
FUND)
PUTNAM GLOBAL EQUITY FUND
PUTNAM GLOBAL HEALTH CARE FUND
PUTNAM GLOBAL INCOME TRUST
PUTNAM GLOBAL NATURAL RESOURCES FUND
PUTNAM GLOBAL UTILITIES FUND
PUTNAM HIGH INCOME SECURITIES FUND
PUTNAM HIGH YIELD ADVANTAGE FUND
PUTNAM HIGH YIELD TRUST

 



PUTNAM INCOME FUND
PUTNAM INTERNATIONAL EQUITY FUND
PUTNAM INVESTMENT FUNDS
PUTNAM INVESTORS FUND
PUTNAM MANAGED MUNICIPAL INCOME TRUST 
PUTNAM MASSACHUSETTS TAX EXEMPT INCOME FUND 
PUTNAM MASTER INTERMEDIATE INCOME TRUST 
PUTNAM MUNICIPAL OPPORTUNITIES TRUST 
PUTNAM MICHIGAN TAX EXEMPT INCOME FUND 
PUTNAM MINNESOTA TAX EXEMPT INCOME FUND 
PUTNAM MONEY MARKET FUND
PUTNAM MULTI-CAP GROWTH FUND
PUTNAM MUNICIPAL OPPORTUNITIES TRUST 
PUTNAM NEW JERSEY TAX EXEMPT INCOME FUND 
PUTNAM NEW YORK TAX EXEMPT INCOME FUND 
PUTNAM OHIO TAX EXEMPT INCOME FUND
PUTNAM PENNSYLVANIA TAX EXEMPT INCOME FUND 
PUTNAM PREMIER INCOME TRUST
PUTNAM RETIREMENTREADY FUNDS
PUTNAM TAX EXEMPT INCOME FUND
PUTNAM TAX EXEMPT MONEY MARKET FUND 
PUTNAM TAX-FREE INCOME TRUST
PUTNAM U.S. GOVERNMENT INCOME TRUST
PUTNAM VARIABLE TRUST
PUTNAM VOYAGER FUND
 
 
(Name of Registrant as Specified in its Charter)
 
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)

 

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A message from Putnam Investments and the Trustees of the Putnam funds

A few minutes of your time now can help save time and expenses later.

Dear Fellow Shareholder:

We are asking for your vote on important matters affecting your investment in the Putnam funds. The Putnam funds will hold a special shareholder meeting on February 27, 2014 in Boston, Massachusetts. We are asking you — and all shareholders — to consider and vote on the important matters described below.

You may conveniently vote by:

Visitingthe website listed on the proxy card.

Callingby telephone, using the toll-free number listed on the proxy card.

Mailingthe enclosed proxy card — be sure to sign, date, and return the card in the enclosed postage-paid envelope.

Of course, you are also welcome to attend the special shareholder meeting on February 27, 2014 and vote your shares in person.

The Trustees of the Putnam funds unanimously recommend that you vote “FOR” all proposals described below.

1. Approving new management contracts.Shareholders of all Putnam funds, including your fund, are being asked to approve a new management contract with Putnam Investment Management, LLC (“Putnam Management”), your fund’s investment adviser. The proposed new management contract is identical (except for its effective date and initial term) to your fund’s current management contract with Putnam Management.

On October 8, 2013, The Honourable Paul G. Desmarais, who was the controlling shareholder of Power Corporation of Canada, Putnam Management’s ultimate parent company, passed away. Upon his death, voting control of the shares of Power Corporation of Canada that Mr. Desmarais controlled was transferred to a family trust. (See pages [ ] to [ ] for further details.) The transfer of voting control of these shares may have constituted an “assignment” of the management contract between Putnam Management and your fund, resulting in its automatic termination as required by law. The transfer of voting control will not have any practical impact on the operations of Putnam Management or your fund. You are being asked to approve a new management contract for your fund to ensure that Putnam Management is able to continue to manage your fund.

2. Electing Trustees.Shareholders of all open-end Putnam funds are being asked to elect Trustees at the upcoming special meeting. (Shareholders of the closed-end Putnam funds will be asked to elect Trustees at their 2014 annual meeting, expected to be held in April 2014.) Although Trustees do not manage fund portfolios, they play an important role in protecting shareholders. Trustees are responsible for approving the fees paid to your fund’s investment adviser and its affiliates, reviewing overall fund expenses, selecting the fund’s auditors, monitoring conflicts of interest, overseeing the fund’s compliance with federal securities laws, and voting proxies for the fund’s portfolio securities. All but one of your fund’s Trustees currently is independent of the fund and Putnam Management.

3. Approving an Amended and Restated Declaration of Trust.Shareholders of all open-end Putnam funds are being asked to authorize the Trustees to adopt a single form of Amended and Restated Declaration of Trust for each Trust. The open-end Putnam funds operate under thirty-eight distinct



declarations of trust, which were created at different times in the past and differ from each other in several ways. The Amended and Restated Declaration of Trust will benefit the affected funds by harmonizing the terms of these governing documents, eliminating the inefficiencies inherent in operating under a variety of declarations of trust, allowing increased flexibility in the management of your fund, modernizing and streamlining governance provisions, reducing the risks and costs of potential litigation and eliminating certain ambiguities and inconsistencies.

4. Other Matters.Shareholders of three funds are being asked to approve changes to certain investment policies designed to conform their operations with those of other Putnam funds.

Detailed information regarding these proposals may be found in the enclosed proxy statement.

Please vote today

We encourage you to sign and return your proxy card today or, alternatively, online or by telephone using the voting control number that appears on your proxy card. Delaying your vote will increase fund expenses if further mailings are required. Your shares will be voted on your behalf exactly as you have instructed.If you sign the proxy card without specifying your vote, your shares will be voted in accordance with the Trustees’ recommendations.

Your vote is extremely important. If you have questions, please call toll-free [[ ]] or contact your financial advisor.

We appreciate your participation and prompt response, and thank you for investing in the Putnam funds.




Table of Contents  
 
Notice of a Special Meeting of Shareholders 1 

Trustees’ Recommendations 3 

The Proposals  

1. APPROVING A NEW MANAGEMENT CONTRACT 4 

2. ELECTING TRUSTEES 10 

3. APPROVING AN AMENDED AND  
RESTATED DECLARATION OF TRUST 18 

4. APPROVING AN AMENDMENT TO A  
FUNDAMENTAL INVESTMENT  
RESTRICTION — COMMODITIES 23 

5. APPROVING A CHANGE IN FUNDAMENTAL INVESTMENT  
POLICY — NON-DIVERSIFIED STATUS 24 

Further Information About Voting and the  
Special Meeting 25 

Fund Information 29 

Appendix A — Number of Shares Outstanding  
as of the Record Date A-1 

Appendix B — Forms of Proposed  
Management Contract B-1 

Appendix C — Management Contracts:  
Dates and Approvals C-1 

Appendix D — Management Contracts: Fees D-1 

Appendix E — Current Sub-Management and  
Sub-Advisory Contract E-1 

Appendix F — Description of Contract  
Approval Process F-1 

Appendix G — Auditors G-1 

Appendix H — Dollar Range and Number of Shares  
Beneficially Owned H-1 

Appendix I — Trustee Compensation Table I-1 

Appendix J — Other Similar Funds Advised  
by Putnam Management J-1 

Appendix K — Payments to Putnam  
Management and its Affiliates K-1 

Appendix L — 5% Beneficial Ownership L-1 

Appendix M — Form of Amended and  
Restated Declaration of Trust M-1 

Appendix N — Table of Constituent Series  
of each Trust of the open-end Putnam funds N-1 

PROXY CARD(S) ENCLOSED

If you have any questions, please call toll-free [[ ]] or call your financial advisor.

Important Notice Regarding the Availability of Proxy Materials for the Special Shareholder Meeting to be Held on February 27, 2014.

The proxy statement is available at [[https:// ]]



Notice of a Special Meeting
of Shareholders

To the Shareholders of:

PUTNAM AMERICAN GOVERNMENT INCOME FUND
PUTNAM ARIZONA TAX EXEMPT INCOME FUND
PUTNAM ASSET ALLOCATION FUNDS
PUTNAM DYNAMIC ASSET ALLOCATION
BALANCED FUND
PUTNAM DYNAMIC ASSET ALLOCATION
CONSERVATIVE FUND
PUTNAM DYNAMIC ASSET ALLOCATION GROWTH FUND
PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND
PUTNAM CONVERTIBLE SECURITIES FUND
PUTNAM DIVERSIFIED INCOME TRUST
PUTNAM EQUITY INCOME FUND
PUTNAM EUROPE EQUITY FUND
THE PUTNAM FUND FOR GROWTH AND INCOME
PUTNAM FUNDS TRUST
PUTNAM ABSOLUTE RETURN 100 FUND
PUTNAM ABSOLUTE RETURN 300 FUND
PUTNAM ABSOLUTE RETURN 500 FUND
PUTNAM ABSOLUTE RETURN 700 FUND
PUTNAM ASIA PACIFIC EQUITY FUND
PUTNAM CAPITAL SPECTRUM FUND
PUTNAM DYNAMIC ASSET ALLOCATION EQUITY FUND
PUTNAM DYNAMIC RISK ALLOCATION FUND
PUTNAM EMERGING MARKETS EQUITY FUND
PUTNAM EMERGING MARKETS INCOME FUND
PUTNAM EQUITY SPECTRUM FUND
PUTNAM FLOATING RATE INCOME FUND
PUTNAM GLOBAL CONSUMER FUND
PUTNAM GLOBAL DIVIDEND FUND
PUTNAM GLOBAL ENERGY FUND
PUTNAM GLOBAL FINANCIALS FUND
PUTNAM GLOBAL INDUSTRIALS FUND
PUTNAM GLOBAL SECTOR FUND
PUTNAM GLOBAL TECHNOLOGY FUND
PUTNAM GLOBAL TELECOMMUNICATIONS FUND
PUTNAM INTERMEDIATE-TERM MUNICIPAL INCOME FUND
PUTNAM INTERNATIONAL VALUE FUND
PUTNAM LOW VOLATILITY EQUITY FUND
PUTNAM MONEY MARKET LIQUIDITY FUND
PUTNAM MULTI-CAP CORE FUND
PUTNAM RETIREMENT INCOME FUND LIFESTYLE 2
PUTNAM RETIREMENT INCOME FUND LIFESTYLE 3
PUTNAM SHORT DURATION INCOME FUND
PUTNAM SHORT TERM INVESTMENT FUND
PUTNAM SHORT-TERM MUNICIPAL INCOME FUND
PUTNAM SMALL CAP GROWTH FUND
PUTNAM STRATEGIC VOLATILITY EQUITY FUND
THE GEORGE PUTNAM FUND OF BOSTON (d/b/a GEORGE
PUTNAM BALANCED FUND)
PUTNAM GLOBAL EQUITY FUND
PUTNAM GLOBAL HEALTH CARE FUND
PUTNAM GLOBAL INCOME TRUST
PUTNAM GLOBAL NATURAL RESOURCES FUND
PUTNAM GLOBAL UTILITIES FUND
PUTNAM HIGH INCOME SECURITIES FUND*
PUTNAM HIGH YIELD ADVANTAGE FUND
PUTNAM HIGH YIELD TRUST
PUTNAM INCOME FUND
PUTNAM INTERNATIONAL EQUITY FUND
PUTNAM INVESTMENT FUNDS
PUTNAM CAPITAL OPPORTUNITIES FUND
PUTNAM GROWTH OPPORTUNITIES FUND
PUTNAM INTERNATIONAL CAPITAL
OPPORTUNITIES FUND
PUTNAM INTERNATIONAL GROWTH FUND
PUTNAM MULTI-CAP VALUE FUND
PUTNAM RESEARCH FUND
PUTNAM SMALL CAP VALUE FUND
PUTNAM INVESTORS FUND
PUTNAM MANAGED MUNICIPAL INCOME TRUST*
PUTNAM MASSACHUSETTS TAX EXEMPT INCOME FUND
PUTNAM MASTER INTERMEDIATE INCOME TRUST*
PUTNAM MUNICIPAL OPPORTUNITIES TRUST*
PUTNAM MICHIGAN TAX EXEMPT INCOME FUND
PUTNAM MINNESOTA TAX EXEMPT INCOME FUND
PUTNAM MONEY MARKET FUND
PUTNAM MULTI-CAP GROWTH 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 PREMIER INCOME TRUST*
PUTNAM RETIREMENTREADY FUNDS
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 RETIREMENTREADY 2015 FUND
PUTNAM RETIREMENT INCOME FUND LIFESTYLE 1
PUTNAM TAX EXEMPT INCOME FUND
PUTNAM TAX EXEMPT MONEY MARKET FUND
PUTNAM TAX-FREE INCOME TRUST
PUTNAM AMT-FREE MUNICIPAL FUND
PUTNAM TAX-FREE HIGH YIELD FUND
PUTNAM U.S. GOVERNMENT INCOME TRUST
PUTNAM VARIABLE TRUST
PUTNAM VT ABSOLUTE RETURN 500 FUND
PUTNAM VT AMERICAN GOVERNMENT INCOME FUND

 

 



PUTNAM VT CAPITAL OPPORTUNITIES FUND
PUTNAM VT DIVERSIFIED INCOME FUND
PUTNAM VT EQUITY INCOME FUND
PUTNAM VT GEORGE PUTNAM BALANCED FUND
PUTNAM VT GLOBAL ASSET ALLOCATION FUND
PUTNAM VT GLOBAL EQUITY FUND
PUTNAM VT GLOBAL HEALTH CARE FUND
PUTNAM VT GLOBAL UTILITIES FUND
PUTNAM VT GROWTH AND INCOME 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 INVESTORS FUND
PUTNAM VT MONEY MARKET FUND
PUTNAM VT MULTI-CAP GROWTH FUND
PUTNAM VT MULTI-CAP VALUE FUND
PUTNAM VT RESEARCH FUND
PUTNAM VT SMALL CAP VALUE FUND
PUTNAM VT VOYAGER FUND
PUTNAM VOYAGER FUND

* Denotes closed-end funds; all other funds are open-end funds This is the formal agenda for your fund’s special shareholder meeting. It tells you what proposals will be voted on and the time and place of the special meeting, in the event you attend in person.

A special meeting of Shareholders of your fund will be held on February 27, 2014 at 11:00 a.m., Boston time, at the principal offices of the funds, One Post Office Square, Boston, Massachu-setts 02109, to consider the following proposals, in each case as applicable to the particular funds listed in the table below:

Proposal Proposal Description Affected Funds 

1. Approving a proposed new management contract All funds 
 for your fund  

2. Electing Trustees All open-end funds 

3. Approving an Amended and Restated Declaration All open-end funds 
 of Trust for your fund  

4. Approving an amendment to a fundamental Putnam Dynamic Asset Allocation Conservative Fund 
 investment restriction with respect to investments  
 in commodities  

5. Approving a change in fundamental investment policy Putnam Global Consumer Fund 
 with respect to diversification of investments Putnam Global Financials Fund 

By Michael J. Higgins, Clerk, and by the Trustees

Jameson A. Baxter, Chair

Liaquat Ahamed
Ravi Akhoury
Barbara M. Baumann
Charles B. Curtis
Robert J. Darretta
Katinka Domotorffy
John A. Hill
Paul L. Joskow
Kenneth R. Leibler
Robert E. Patterson
George Putnam, III
Robert L. Reynolds
W. Thomas Stephens

In order for you to be represented at your fund’s special shareholder meeting, we urge you to record your voting instructions over the Internet or by telephone or to mark, sign, date, and mail the enclosed proxy card(s) in the postage-paid envelope provided.

December 23, 2013

 



Proxy Statement

This document gives you the information you need to vote on the proposals. Much of the information is required under rules of the Securities and Exchange Commission; some of it is technical. If there is anything you don’t understand, please call our proxy information line at _____________ or call your financial advisor.

Why has a special meeting of shareholders been called?

The 1940 Act, which regulates investment companies such as your fund, requires management contracts to terminate automatically upon an “assignment” of the contract, which includes a “change of control” affecting an investment company’s investment adviser. Until his death on October 8, 2013, The Honourable Paul G. Desmarais, directly and through holding companies controlled by him, controlled a majority of the voting shares of Power Corporation of Canada, the ultimate parent company of Putnam Management, your fund’s investment adviser. Upon Mr. Desmarais’ death, voting control over Power Corporation of Canada shares was transferred to The Desma-rais Family Residuary Trust. Throughout this proxy statement, this transfer of voting control of Power Corporation of Canada shares is referred to as the “Transfer.” Because Putnam Management is indirectly controlled by Power Corporation of Canada, the Transfer may have resulted in a change of control of Putnam Management and an assignment of your fund’s management contract within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). This means that, even though the Transfer will not have any impact on the operations of Putnam Management, it is possible that your fund’s management contract with Putnam Management terminated automatically upon the Transfer. To eliminate any ambiguity as to the effectiveness of your fund’s management contract, a special meeting of shareholders has been called so that shareholders may approve a new management contract with Putnam Management to allow Putnam Management to continue as your fund’s investment adviser.

Will the Transfer affect Putnam Management?

The Transfer will not have any effect on Putnam Management or your fund.

Does the proposed new management contract differ from your fund’s current management contract?

The proposed new management contract is identical to your fund’s current management contract, except for its effective date and initial term and other non-substantive changes. There will be no change in the services that your fund will receive or to the fees and costs that your fund will bear.

What other proposals are being presented to shareholders at the special meeting?

In addition to being asked to approve a new management contract with Putnam Management, you are being asked to vote for the election of trustees and to authorize the Trustees to adopt an Amended and Restated Declaration of Trust for your fund. Shareholders of Putnam Dynamic Asset Allocation Conservative Fund are also being asked to approve an amendment to that fund’s fundamental investment restriction with respect to commodities, and shareholders of Putnam Global Consumer Fund and Putnam Global Financials Fund are also being asked to approve an amendment to those funds’ fundamental investment policies with respect to diversification of investments.

Who is asking for your vote?

The enclosed proxy is solicited by the Trustees of the Putnam funds for use at the special meeting of shareholders of each fund to be held on Thursday, February 27, 2014 and, if your fund’s meeting is adjourned, at any later meetings, for the purposes stated in the Notice of a Special Meeting (see previous pages). The Notice of a Special Meeting, the proxy card and this proxy statement are being mailed beginning on or about December 23, 2013.

How do your fund’s Trustees recommend that shareholders vote on the proposals?

The Trustees unanimously recommend that you voteFOReach proposal.

Please see the table beginning on page [ ] for a list of the affected funds for each proposal.

Who is eligible to vote?

Shareholders of record of each fund at the close of business on Monday, December 2, 2013 (the “Record Date”) are entitled to be present and to vote at the special meeting or any adjournment.

The number of shares of each fund outstanding on the Record Date is shown inAppendix A. Each share is entitled to one vote, with fractional shares voting proportionately. Shares represented by your duly executed proxy card will be voted in accordance with your instructions. If you sign and return the proxy card but don’t fill in a vote, your shares will be voted in accordance with the Trustees’ recommendations. If any other business comes before your fund’s special meeting, your shares will be voted at the discretion of the persons designated on the proxy card.

Shareholders of each fund vote separately with respect to the proposal to approve a new management contract and the proposed changes in investment policies. Shareholders of all series of a trust vote together with respect to the other proposals. The name of each trust is indicated in bold in the Notice of a Special Meeting of Shareholders, with the funds that are series of that trust appearing below its name. The outcome of a vote affecting one fund does not affect any other fund, except where series of a trust vote together as a single class. No proposal is contingent upon the outcome of any other proposal.

 

 



The Proposals

1. APPROVING A NEW MANAGEMENT CONTRACT FOR YOUR FUND

Background Information

Putnam Management, your fund’s investment adviser, is majority owned (indirectly through other companies) by Power Corporation of Canada, a diversified international management and holding company with interests in companies in the financial services, communications and other business sectors. Until his death on October 8, 2013, The Honourable Paul G. Desmarais controlled a majority of the voting shares of Power Corporation of Canada, directly and through holding companies that he controlled.

Since 1996, Mr. Desmarais’ two sons, Paul Desmarais, Jr. and André Desmarais, have managed the day-to-day affairs of Power Corporation of Canada, serving as Chairman and Co-Chief Executive Officer and President and Co-Chief Executive Officer, respectively. Until his death, The Honourable Paul G. Desmarais served as Director of Power Corporation of Canada and Chairman of the Executive Committee of the Board of Directors. He also served as Director of Power Financial Corporation, a majority-owned subsidiary of Power Corporation of Canada, and continued to exercise voting control over a majority of the voting shares of Power Corporation of Canada. However, he did not participate actively in the management or affairs of Putnam Investments, LLC, the parent company of Putnam Management (“Putnam Investments”). Paul Desmarais, Jr. and André Desmarais, in addition to their executive roles at Power Corporation of Canada, are active members of the Boards of Directors of numerous subsidiaries of Power Corporation of Canada, including Putnam Investments.

Following Mr. Desmarais’ death, voting control of the shares of Power Corporation of Canada that he owned directly and controlled indirectly was transferred to The Desmarais Family Residuary Trust, a trust established pursuant to the Last Will and Testament of The Honourable Paul G. Desmarais. (This transfer of voting control of Power Corporation of Canada shares is referred to as the “Transfer” throughout this proxy statement.) There are five trustees of The Desmarais Family Residuary Trust, consisting of Mr. Desmarais’ two sons, Paul Desmarais, Jr. and André Desmarais, his widow, Jacqueline Desmarais, and Guy Fortin and Michel Plessis-Bélair. The family member trustees (or the family member successor trustees) effectively determine how the shares of Power Corporation of Canada owned or controlled by The Desmarais Family Residuary Trust will be voted.

The Transfer has not impacted the ownership of any of the companies owned, directly or indirectly, by Power Corporationof Canada. As indicated in the accompanying chart, Power Corporation of Canada continues to own a majority of the voting shares of Power Financial Corporation, which in turn owns a majority of the voting shares of Great-West Lifeco Inc. All of the voting shares of Putnam Investments are owned by Great-West Lifeco Inc. Putnam Investments, through a series of wholly-owned holding companies, is the sole owner of Putnam Management. The address of The Desmarais Family Residuary Trust is 759 Victoria Square, Montreal, Quebec H2Y 2J7. The address of Power Corporation of Canada and Power Financial Corporation is 751 Victoria Square, Montreal, Quebec H2Y 2J3. The address of Great-West Lifeco Inc. is 100 Osborne Street North, Winnipeg, Manitoba, R3C 3A5. The address of Putnam Investments and Putnam Management is One Post Office Square, Boston, Massachusetts 02109.


 



Representatives of Power Corporation of Canada, Power Financial Corporation, and Great-West Lifeco have confirmed that the Transfer will not impact Putnam Investments’ operations. Paul Desmarais, Jr. and André Desmarais, who as trustees of The Desmarais Family Residuary Trust determine how to vote the shares of Power Corporation of Canada that are controlled by the trust, continue to serve as Co-Chief Executive Officers of Power Corporation of Canada and as Directors of Putnam Investments. In these roles, they will continue to oversee the operations and affairs of Power Corporation of Canada and its subsidiary companies, including Putnam Investments. Putnam Investments will continue to operate as a separate business unit within the Power Corporation of Canada group of companies, overseen by its separate Board of Directors, and will retain its existing management team. There are no current plans to make any changes to the operations of the funds as a result of the Transfer. In particular, the funds have been advised that there are no current plans to make changes with respect to existing management fees, expense limitations, distribution arrangements, or the quality of any services provided to the funds or their shareholders as a result of the Transfer. In addition, the Putnam brand, Putnam Investments’ current business strategy and Putnam Management’s investment management philosophy will not change as a result of the Transfer and there will not be any disruption or change for fund shareholders or the Putnam organization.

Although the Transfer is unrelated to, and will not have any impact on, the operations of Putnam Management and your fund, it is possible that the Transfer, as a technical matter under the 1940 Act, constitutes a “change of control” of Putnam Management. Under the 1940 Act, which regulates investment companies such as the Putnam funds, investment advisory contracts are required to terminate automatically when there is a change of control of the investment adviser. Fund shareholders must then approve new investment advisory contracts so that the fund may continue to receive advisory services.

The Interim Management Contracts

Each of the Putnam funds’ management contracts with Putnam Management terminates automatically in the event of an “assignment.” In light of the possibility that the Transfer constituted a change of control of Putnam Management and therefore an assignment of your fund’s management contract, Putnam Management is currently providing services to your fund under an interim management contract.

Rule 15a-4 under the 1940 Act allows an investment company to enter into an interim management contract with a maximum term of 150 days without first obtaining shareholder approval, so that the investment company may receive investment management services without interruption following an assignment of a previous management contract. Shortly after Mr. Desmarais’ death, the Putnam funds’ Board of Trustees met in person on October 18, 2013 and approved interim management contracts for each of the Putnam funds, effective as of October 8, 2013.Consistent with the 1940 Act and Rule 15a-4 thereunder, each interim management contract will continue in effect until the earlier to occur of (i) approval by a “majority of the outstanding voting securities,” as defined in the 1940 Act, of a new management contract and (ii) March 7, 2014, which is the 150th day after October 8, 2013, unless the Securities and Exchange Commission or its staff permit the contract to remain in effect for a longer period. Each fund’s interim management contract is identical to the contract it replaced, except for its date and the provisions regarding the term of the contract and for certain non-substantive changes.

The Proposed New Management Contract; Comparison with your Fund’s Prior Management Contract

To eliminate any ambiguity as to the status of your fund’s management contract, the Trustees have concluded that it is in the best interests of your fund’s shareholders to call a special meeting so that shareholders may approve a new management contract with Putnam Management and Putnam Management can continue as your fund’s investment adviser. At an in-person meeting on November 21 and 22, 2013, the Trustees unanimously approved, and recommend to the shareholders of each fund that they approve, a new management contract between each fund and Putnam Management. The form of the proposed new management contract for your fund is attached atAppendix B. You should refer toAppendix Bfor the complete terms of your fund’s proposed management contract.

The terms of the proposed new management contract (described generally below) are identical to those of the previous management contract except for the effective dates and initial term and for certain non-substantive changes. The date of each fund’s previous management contract, the date on which it was last submitted to a vote of shareholders, and the purpose of the submission is set forth inAppendix C.

Fees.There is no change in the rate of the fees that the funds will pay Putnam Management under the proposed new management contracts. The current fee schedule for investment management services and administrative services for each fund is set forth inAppendix D. The actual fees paid by some funds are subject to expense limitations, which are unaffected by the Transfer.

Investment Management Services.The proposed new management contract for your fund provides that Putnam Management will furnish continuously an investment program for the fund, determining what investments to purchase, hold, sell or exchange and what portion of the fund’s assets will be held uninvested, in compliance with the fund’s governing documents, investment objectives, policies and restrictions, and subject to the oversight and control of the Trustees. As indicated above, Putnam Management’s responsibilities under the proposed new management contract are identical to those under both the previous management contract and the current interim management contract.

 

 



Putnam Management is authorized under the proposed new management contract to place orders for the purchase and sale of portfolio investments for your fund with brokers or dealers that Putnam Management selects. Putnam Management must select brokers and dealers, and place orders, using its best efforts to obtain for the funds the most favorable price and execution available, except that Putnam Management may pay higher brokerage commissions if it determines in good faith that the commission is reasonable in relation to the value of brokerage and research services provided by the broker or dealer (a practice commonly known as “soft dollars”). Putnam Management may make this determination in terms of either the particular transaction or Putnam Management’s overall responsibilities with respect to a fund and to other clients of Putnam Management for which Putnam Management exercises investment discretion. Putnam Management’s use of soft dollars is subject to policies established by the Trustees from time to time and applicable guidance issued by the Securities and Exchange Commission.

Delegation of Responsibilities.The proposed new management contract for your fund expressly provides that Putnam Management may, in its discretion and with the approval of the Trustees (including a majority of the Trustees who are not “interested persons”) and, if required, the approval of shareholders, delegate responsibilities under the contract to one or more sub-advisers or sub-administrators. The separate costs of employing any sub-adviser or sub-administrator must be borne by Putnam Management or the sub-adviser or sub-administrator, not by the fund. Putnam Management is responsible for overseeing the performance of any sub-adviser or sub-administrator and remains fully responsible to the fund under the proposed new management contract regardless of whether it delegates any responsibilities.

At present, Putnam Management has delegated certain responsibilities to affiliated sub-advisers, as described below under the heading “Sub-Adviser Arrangements.” The sub-management and sub-advisory contracts governing these arrangements, like the management contracts, terminate upon a change of control of Putnam Management. In connection with their approval of the interim management contracts, the Trustees approved the continuance of the existing sub-management and sub-advisory contracts with these sub-advisers at their in-person meeting held on October 18, 2013. If your fund’s shareholders approve the proposed new management contract, pursuant to the new management contract Putnam Management will enter into equivalent sub-management and sub-advisory contracts with these affiliated sub-advisers, effective at the time the new management contract becomes effective. See “Sub-Adviser Arrangements” below for a description of the sub-advisers, and seeAppendix Efor copies of the current sub-management and sub-advisory contracts. The new sub-management and sub-advisory contracts will be identical to the current sub-management and sub-advisory contracts except for theireffective dates and initial term. Consistent with current law and interpretations of the Securities and Exchange Commission staff, it is not necessary for shareholders to approve the sub-management and sub-advisory contracts. (Shareholder approval would be required were Putnam Management to delegate any of its advisory responsibilities to advisers that are not subsidiaries of Putnam Investments.) Shareholders should be aware that a vote to approve your fund’s new management contract will have the effect of voting for the continuation of these arrangements.

Administrative Services.Like the previous management contract and the current interim management contract, the proposed new management contract provides that Putnam Management will manage, supervise and conduct the other (i.e., non-investment) affairs and business of each fund and incidental matters. These administrative services include providing suitable office space for the fund and administrative facilities, such as bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the fund’s affairs, including determination of the net asset value of the fund, but excluding shareholder accounting services.

Putnam Management has delegated certain administrative, pricing and bookkeeping services to State Street Bank and Trust Company. This delegation was not affected by the Transfer.

Expenses.Like the previous management contract and the current interim management contract, the proposed new management contract requires Putnam Management to bear the expenses associated with (i) furnishing all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully, (ii) providing suitable office space for each fund and (iii) providing administrative services. The proposed new management contract also provides that the fund will pay the fees of its Trustees and will reimburse Putnam Management for compensation paid to officers and persons assisting officers of the fund, and all or part of the cost of suitable office space, utilities, support services and equipment used by such officers and persons, as the Trustees may determine. Under this provision, the fund will bear the costs of the Trustees’ independent staff, which assists the Trustees in overseeing each of the funds.

Term and Termination.If approved by shareholders of your fund, the proposed new management contract will become effective upon its execution and will remain in effect continuously, unless terminated under the termination provisions of the contract. Like the previous management contract and the current interim management contract, the proposed new management contract provides that the management contract may be terminated at any time, by either Putnam Management or the fund by not less than 60 days’ written notice to the other party and without the payment of any penalty by Putnam Management or the fund. A fund may effect termination by vote of a majority of its Trustees or by the affirmative vote of a “majority of the

 



outstanding voting securities” of the fund, as defined in the 1940 Act. The proposed new management contract also will terminate automatically in the event of its “assignment.”

The proposed new management contract will, unless terminated as described above, continue until June 30, 2014 and will continue in effect from year to year thereafter so long as its continuance is approved at least annually by (i) the Trustees of the fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the fund and (ii) a majority of the Trustees who are not “interested persons” of the fund or of Putnam Management, by vote cast in person at a meeting called for the purpose of voting on such approval.

Limitation of Liability.Under the proposed new management contract, Putnam Management is not liable to a fund or to any shareholder of the fund for any act or omission in the course of, or connected with, rendering services under the proposed management contract, unless there is willful misfeasance, bad faith or gross negligence on the part of Putnam Management or reckless disregard of its obligations and duties under the proposed management contract.

As required under each fund’s Declaration of Trust, the proposed new management contract contains a notice provision stating that the fund’s Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts and that the proposed management contract is executed on behalf of the Trustees as Trustees of the fund and not individually. Also, the fund’s obligations arising out of the proposed management contract are limited only to the assets and property of the fund and are not binding on any of the Trustees, officers or shareholders individually.

Amendments; Defined Terms.The proposed new management contract may only be amended in writing, and any amendments must be approved in a manner consistent with the 1940 Act, the rules and regulations under the 1940 Act and any applicable guidance or interpretations of the Securities and Exchange Commission or its staff. Similarly, certain terms used in the proposed new management contract are used as defined in 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.

Sub-Adviser Arrangements

Sub-Management Contract.Putnam Management has retained an affiliate, Putnam Investments Limited (“PIL”), as the sub-manager for a portion of the funds’ assets as determined by Putnam Management from time to time (an “Allocated Sleeve”). PIL is currently authorized to serve as the sub-manager, to the extent determined by Putnam Management from time to time, for each of the funds. PIL is a wholly owned subsidiary of The Putnam Advisory Company, LLC (“PAC”), which is itself a subsidiary of Putnam Investments.

PIL serves as sub-manager for the funds under a sub-management contract between Putnam Management and PIL. Under the sub-management contract, Putnam Management (and not the fund) pays a quarterly sub-management fee to PIL for its services at the annual rates set forth in the accompanying table, in each case measured as a percentage of the average aggregate net asset value of assets invested in an Allocated Sleeve.

Fee Funds Covered by Sub-Management Fee 
0.40% Putnam Arizona Tax Exempt Income Fund Putnam Municipal Opportunities Trust 
 Putnam California Tax Exempt Income Fund Putnam Michigan Tax Exempt Income Fund 
 Putnam Diversified Income Trust Putnam Minnesota Tax Exempt Income Fund 
 Putnam Emerging Markets Income Fund Putnam New Jersey Tax Exempt Income Fund 
 Putnam Floating Rate Income Fund Putnam New York Tax Exempt Income Fund 
 Putnam Intermediate-Term Municipal Income Fund Putnam Ohio Tax Exempt Income Fund 
 The George Putnam Fund of Boston Putnam Pennsylvania Tax Exempt 
 (d/b/a George Putnam Balanced Fund) Income Fund 
 Putnam Global Income Trust Putnam Premier Income Trust 
 Putnam High Income Securities Fund Putnam Tax Exempt Income Fund 
 Putnam High Yield Advantage Fund Putnam AMT-Free Municipal Fund 
 Putnam High Yield Trust Putnam Tax-Free High Yield Fund 
 Putnam Managed Municipal Income Trust Putnam VT Diversified Income Fund 
 Putnam Massachusetts Tax Exempt Income Fund Putnam VT High Yield Fund 
 Putnam Master Intermediate Income Trust Putnam VT George Putnam Balanced Fund 
 
0.25% Putnam American Government Income Fund Putnam Tax Exempt Money Market Fund 
 Putnam Income Fund Putnam U.S. Government Income Trust 
 Putnam Money Market Fund Putnam VT American Government Income Fund 
 Putnam Short Duration Income Fund Putnam VT Income Fund 
 Putnam Short-Term Municipal Income Fund Putnam VT Money Market Fund 
 
0.20% Putnam Money Market Liquidity Fund  
 Putnam Short Term Investment Fund  
 
0.35% All other funds  

 

 



Under the terms of the sub-management contract, PIL, at its own expense, furnishes continuously an investment program for the portion of each fund that Putnam Management allocates to PIL from time to time and makes investment decisions on behalf of these portions of the fund, subject to Putnam Management’s supervision. Putnam Management may also, at its discretion, request PIL to provide assistance with purchasing and selling securities for the fund, including order placement with certain broker-dealers. PIL, at its expense, furnishes all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties.

The sub-management contract provides that PIL is not subject to any liability to Putnam Management, the fund or any shareholder of the fund for any act or omission in the course of or connected with rendering services to the fund in the absence of PIL’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties.

The sub-management contract may be terminated with respect to a fund without penalty by vote of the Trustees or theshareholders of the fund, or by PIL or Putnam Management, on not less than 30 days’ nor more than 60 days’ written notice. The sub-management contract also terminates without payment of any penalty in the event of its assignment. Subject to applicable law, it may be amended by a majority of the Trustees who are not “interested persons” of Putnam Management or the fund. The sub-management contract provides that it will continue in effect only so long as such continuance is approved at least annually by vote of either the Trustees or the shareholders and, in either case, by a majority of the Trustees who are not “interested persons” of Putnam Management or the fund. In each of the foregoing cases, the vote of the shareholders is the affirmative vote of a “majority of the outstanding voting securities” as defined in the 1940 Act.

Sub-Advisory Contract.PAC has been retained as a sub-adviser for a portion of the assets of the funds identified in the accompanying table (collectively referred to herein as the “PAC Funds”) as determined from time to time by Putnam Management or, with respect to portions of such fund’s assets for which PIL acts as sub-adviser as described above, by PIL.

The following is a complete list of the PAC Funds: 
 
Putnam Absolute Return 100 Fund Putnam Global Natural Resources Fund 
Putnam Absolute Return 300 Fund Putnam Global Sector Fund 
Putnam Absolute Return 500 Fund Putnam Global Technology Fund 
Putnam Absolute Return 700 Fund Putnam Global Telecommunications Fund 
Putnam Asia Pacific Equity Fund Putnam Global Utilities Fund 
Putnam Capital Spectrum Fund Putnam International Equity Fund 
Putnam Dynamic Asset Allocation Balanced Fund Putnam International Growth Fund 
Putnam Dynamic Asset Allocation Conservative Fund Putnam International Value Fund 
Putnam Dynamic Asset Allocation Equity Fund Putnam Research Fund 
Putnam Dynamic Asset Allocation Growth Fund Putnam Retirement Income Fund Lifestyle 2 
Putnam Emerging Markets Equity Fund Putnam Retirement Income Fund Lifestyle 3 
Putnam Equity Spectrum Fund Putnam VT Absolute Return 500 Fund 
Putnam Europe Equity Fund Putnam VT Global Asset Allocation Fund 
Putnam Global Consumer Fund Putnam VT Global Equity Fund 
Putnam Global Dividend Fund Putnam VT Global Health Care Fund 
Putnam Global Energy Fund Putnam VT Global Utilities Fund 
Putnam Global Equity Fund Putnam VT International Equity Fund 
Putnam Global Financials Fund Putnam VT International Growth Fund 
Putnam Global Health Care Fund Putnam VT International Value Fund 
Putnam Global Industrials Fund Putnam VT Research Fund 

PAC serves as sub-adviser under the sub-advisory contract. Pursuant to the terms of the sub-advisory contract, Putnam Management or, with respect to portions of a PAC Fund’s assets for which PIL acts as sub-adviser, PIL (and not the fund) pays a quarterly sub-advisory fee to PAC for its services at the annual rate of 0.35% of the average aggregate net asset value of the portion of such fund with respect to which PAC acts as sub-adviser.

Under the terms of the sub-advisory contract, PAC, at its own expense, furnishes continuously an investment program for that portion of a fund that is allocated to PAC from time to time by Putnam Management or PIL, as applicable, and makes investmentdecisions on behalf of such portion of the fund, subject to the supervision of Putnam Management or PIL, as applicable. PAC, at its expense, furnishes all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties.

The sub-advisory contract provides that PAC is not subject to any liability to Putnam Management, PIL, a PAC Fund or any shareholder of such fund for any act or omission in the course of or connected with rendering services to the fund in the absence of PAC’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties.

 



The sub-advisory contract may be terminated without penalty by vote of the Trustees or the shareholders of the relevant PAC Fund, or by PAC, PIL or Putnam Management, on not less than 30 days’ nor more than 60 days’ written notice. The sub-advisory contract also terminates without payment of any penalty in the event of its assignment. Subject to applicable law, it may be amended by a majority of the Trustees who are not “interested persons” of Putnam Management or the PAC fund. The sub-advisory contract provides that it will continue in effect only so long as its continuance is approved at least annually by vote of either the Trustees or shareholders of the respective PAC Fund and, in either case, by a majority of the Trustees who are not “interested persons” of Putnam Management or the PAC Fund. In each of the foregoing cases, the vote of the shareholders of a PAC Fund is the affirmative vote of a “majority of the outstanding voting securities” as defined in the 1940 Act.

To the extent that the Transfer may have constituted a “change of control” of Putnam Management, terminating automatically the funds’ previous management contracts, then the funds’ sub-management contract and the sub-advisory contract would also have terminated. To ensure that your fund did not lose the benefit of PIL’s or PAC’s services, at their in-person meeting held on October 18, 2013, the Trustees approved the continuance of the sub-management contract with PIL and the sub-advisory contract with PIL and PAC. The sub-management contract and sub-advisory contract are not interim in nature and will continue in effect through June 30, 2014. However, as described above, Putnam Management, PIL and PAC intend to enter into new sub-management and sub-advisory contracts contemporaneously with the execution of the proposed new management contracts if the new management contracts are approved by fund shareholders. SeeAppendix Efor copies of the current sub-management and sub-advisory contracts.

What did the Trustees consider in evaluating the proposed new management contracts?

In considering whether to approve the proposed new management contracts, as well as the interim management contracts, the Trustees took into account that they had recently approved the annual continuation of all of the previous management contracts and the sub-management and sub-advisory contracts for the Putnam funds in June 2013. That approval, on which the Trustees voted at an in-person meeting held on June 20 and 21, 2013, followed a lengthy process during which the Trustees considered a variety of factors that the Trustees considered to have a bearing on the contracts.Appendix Fcontains a general description of the Trustees’ deliberations.

At their in-person meeting on October 18, 2013, the Trustees, including the Trustees who are not “interested persons” as defined in the 1940 Act, considered the potential implications of Mr. Desmarais’ death and the Transfer. To address the possibility that the Transfer constituted an assignment of the funds’ management contracts, on October 18, 2013, the Trustees unanimously voted to approve interim management contractsfor the funds. The Trustees considered that, except for the effective date (October 8, 2013) and duration (until the earlier of either (i) March 7, 2014 (which, pursuant to Rule 15a-4 under the 1940 Act, represents the maximum allowable 150-day duration of an interim management contract) or (ii) the effective date of new management contracts that have been approved by fund shareholders, unless the Securities and Exchange Commission or its staff permits the contracts’ continuance through a later date), the interim management contracts were identical to the funds’ previous management contracts. Under the interim management contracts, Putnam Management provides investment advisory services to each fund on essentially the same terms and conditions, and for the same fees, as it did under the previous management contracts.

On November 21 and 22, 2013, the Trustees met in person to discuss further the Transfer and the possibility that a change of control of Putnam Management had occurred. The Trustees considered the approval of new management contracts for each fund, proposed to become effective upon their execution following approval by shareholders, as well as calling a special meeting of fund shareholders and filing a preliminary proxy statement. They reviewed the terms of the proposed new management contracts and the disclosure included in the preliminary proxy statement. They noted that, as described above, the terms of the proposed new management contracts were identical to the previous management contracts, except for the effective dates and initial terms and for certain non-substantive changes. In particular, the Trustees considered:

• Information about the operations of The Desmarais Family Residuary Trust, including that Paul Desmarais, Jr. and André Desmarais, Mr. Desmarais’ sons, were expected to exercise, jointly, voting control over the Power Corporation of Canada shares controlled by The Desmarais Family Residuary Trust.

• That Paul Desmarais, Jr. and André Desmarais had been playing active managerial roles at Power Corporation of Canada, with responsibility for the oversight of Power Corporation of Cana-da’s subsidiaries, including Putnam Investments, since Power Corporation of Canada had acquired Putnam Investments in 2007, including serving as Directors of Putnam Investments, and that the Transfer would not affect their responsibilities as officers of Power Corporation of Canada.

• The intention expressed by representatives of Power Corporation of Canada, Power Financial Corporation, and Great-West Lifeco that there would be no change to the operations or management of Putnam Investments, to Putnam Management’s management of the funds or to investment, advisory and other services provided to the funds by Putnam Management and its affiliates as a result of the Transfer.

• Putnam Management’s assurances that, following the Transfer, Putnam Management would continue to provide the same level of services to each fund and that the Transfer will not have an adverse impact on the ability of Putnam Management and

 

 



its affiliates to continue to provide high quality investment advisory and other services to the funds.

• Putnam Management’s assurances that there are no current plans to make any changes to the operations of the funds, existing management fees, expense limitations, distribution arrangements, or the quality of any services provided to the funds or their shareholders, as a result of the Transfer.

• The benefits that the funds have received and may potentially receive as a result of Putnam Management being a member of the Power Corporation of Canada group of companies, which promotes the stability of the Putnam organization.

• The commitment of Putnam Investments to bear a reasonable share of the expenses incurred by the Putnam funds in connection with the Transfer, including one-half of the costs associated with this proxy solicitation (see page [ ] below).

Based upon the foregoing considerations, the Trustees concluded that, to eliminate any ambiguity as to the status of your fund’s management contract, it was in the best interests of your fund’s shareholders to call a special meeting so that shareholders may approve a new management contract with Putnam Management and Putnam Management can continue as your fund’s investment adviser. On November 22, 2013, the Trustees, including all of the Trustees present who are not “interested persons” of the funds or Putnam Investments, unanimously approved the proposed new management contracts and determined to recommend their approval to the shareholders of the Putnam funds.

What is the voting requirement for approving the proposal?

Approval of your fund’s proposed new management contract requires the affirmative vote of a “majority of the outstanding voting securities” of the fund, which is defined under the 1940 Act to bethe lesser of(a) more than 50% of the outstanding shares of the fund, or (b) 67% or more of the shares of the fund present (in person or by proxy) at the special meeting if more than 50% of the outstanding shares of the fund are present at the meeting in person or by proxy.The Trustees unanimously recommend that shareholders vote FOR the proposed new management contracts.

2. ELECTING TRUSTEES

Affected funds:All open-end funds (i.e. all funds except Putnam High Income Securities Fund, Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust, Putnam Municipal Opportunities Trust, and Putnam Premier Income Trust)

Who are the nominees for Trustees?

The Board Policy and Nominating Committee of the Board is responsible for making recommendations concerning the nominees for Trustees of your fund. The Board Policy and Nominating Committee consists solely of Trustees who are not “interested persons” (as defined in the 1940 Act) of yourfund. Those Trustees who are not “interested persons” of your fund are referred to as “Independent Trustees” in this Section II. of this proxy statement.

The Board, based on the recommendation of the Board Policy and Nominating Committee, has fixed the number of Trustees of your fund at 14 and recommends that you vote for the election of the nominees described in the following pages. Each nominee is currently a Trustee of your fund and of the other Putnam funds.

Your fund does not regularly hold an annual shareholder meeting, but may from time to time schedule a special meeting. Except for Putnam Asia Pacific Equity Fund and Putnam International Value Fund, each of which held a special meeting in 2011, the last such meeting was held in 2009.

Biographical Information For The Fund’s Nominees.

The Board’s nominees for Trustees and their backgrounds are shown in the following pages. This information includes each nominee’s name, year of birth, principal occupation(s) during the past 5 years, and other information about the nominee’s professional background, including other directorships the nominee holds. Each Trustee oversees all of the Putnam funds and serves until the election and qualification of his or her successor, or until he or she sooner dies, resigns, retires, or is removed. The address of all of the Trustees is One Post Office Square, Boston, Massachusetts 02109. As of September 30, 2013, there were 116 Putnam funds.

Independent Trustees


Liaquat Ahamed(Born 1952)
Trustee since 2012

Mr. Ahamed is the Pulitzer Prize-winning author ofLords of Finance: The Bankers Who Broke the World. His articles on economics have appeared in the New York Times, ForeignAffairs, and the Financial Times.

Mr. Ahamed serves as a director of Aspen Insurance Co., a New York Stock Exchange company, and is the Chair of the Aspen Board’s Investment Committee. He is a Trustee of the Brookings Institution, where he serves as Chair of the Investment Committee. He is also a director of the Rohatyn Group, an emerging-market fund complex that manages money for institutions. Mr. Ahamed was previously the Chief Executive Officer of Fischer Francis Trees & Watts, Inc., a fixed income investment management subsidiary of BNP Paribas. He was formerly the head of the investment division at the World Bank, and is a member of the Foreign Affairs Policy Board of the U.S. Department of State.

Mr. Ahamed holds a B.A. in economics from Trinity College, Cambridge University and an M.A. in economics from Harvard University.

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Ravi Akhoury(Born 1947)
Trustee since 2009

Mr. Akhoury serves as a Trustee of the Rubin Museum, serving on the Investment Committee, and of the American India Foundation. Mr. Akhoury is also a Director ofRAGE Frameworks, Inc. and English Helper, Inc. (each a private software company).

Previously, Mr. Akhoury served as a Director of Jacob Ballas Capital India (a non-banking finance company focused on private equity advisory services) and a member of its Compensation Committee. He was also a Director and on the Compensation Committee of MaxIndia/New York Life Insurance Company in India. He was also Vice President and Investment Policy Committee member of Fischer Francis Trees & Watts, a fixed income investment management firm. He has also served on the Board of Bharti Telecom (an Indian telecommunications company), serving as a member of its Audit and Compensation Committees, and as a Director and member of the Audit Committee on the Board of Thompson Press (a publishing company). From 1992 to 2007, he was Chairman and CEO of MacKay Shields, a multi-product investment management firm with over $40 billion in assets under management.

Mr. Akhoury graduated from the Indian Institute of Technology with a B.S. in Engineering and obtained an M.S. in Quantitative Methods from SUNY at Stony Brook.


Barbara M. Baumann(Born 1955)
Trustee since 2010

Ms. Baumann is President and Owner of Cross Creek Energy Corporation, a strategic consultant to domestic energy firms and direct investor in energy projects.

Ms. Baumann currently serves as a Director of SM Energy Company (a publicly held U.S. exploration and production company) and UNS Energy Corporation (a publicly held electric and gas utility in Arizona). She is a director of Cody Resources management (a private company in the energy and ranching businesses). Ms. Baumann is a Trustee of Mount Holyoke College. She is a former Chair of the Board and a current Board member of Girls Inc. of Metro Denver, and serves on the Finance Committee of The Children’s Hospital of Colorado, as well as the Investment Committee of The Denver Foundation.

Until May 2012, Ms. Baumann was a Director of CVR Energy (a publicly held petroleum refiner and fertilizer manufacturer). Prior to 2003, Ms. Baumann was Executive Vice President of Associated Energy Managers, a domestic private equity firm. From 1981 until 2000, she held a variety of financial and operational management positions with the global energy company Amoco Corporation and its successor, BP, most recently serving as Commercial Operations Manager of its Western Business Unit.Ms. Baumann holds an M.B.A. from The Wharton School of the University of Pennsylvania and a B.A. from Mount Holyoke College.


Jameson A. Baxter(Born 1943)
Trustee since 1994, Vice Chair from 2005 to2011 and Chair since 2011

Ms. Baxter is the President of Baxter Associates, Inc., a private investment firm.

Ms. Baxter serves as Chair of the Mutual FundDirectors Forum, Director of the Adirondack Land Trust and Trustee of the Nature Conservancy’s Adirondack Chapter. Until 2011, Ms. Baxter was a director of ASHTA Chemical, Inc. Until 2007, she was a Director of Banta Corporation (a printing and supply chain management company), Ryerson, Inc. (a metals service corporation), and Advocate Health Care. She has also served as a director on a number of other boards, including BoardSource (formerly the National Center for Nonprofit Boards), Intermatic Corporation (a manufacturer of energy control products), and MB Financial. She is Chair Emeritus of the Board of Trustees of Mount Holyoke College, having served as Chair for five years.

Ms. Baxter has held various positions in investment banking and corporate finance, including Vice President of and Consultant to First Boston Corporation and Vice President and Principal of the Regency Group. She is a graduate of Mount Holyoke College.


Charles B. Curtis(Born 1940)
Trustee since 2001

Mr. Curtis serves as Senior Advisor to the Center for Strategic and International Studies and is President Emeritus of the Nuclear Threat Initiative (a private foundation dealing with nationalsecurity issues).

Mr. Curtis is a member of the Council on Foreign Relations and the U.S. State Department International Security Advisory Board. He also serves as a Director of Edison International and Southern California Edison.

Mr. Curtis is an attorney with over 15 years in private practice and 19 years in various positions in public service, including service at the Department of Treasury, the U.S. House of Representatives, the Securities and Exchange Commission, the Federal Energy Regulatory Commission and the Department of Energy.


Robert J. Darretta(Born 1946)
Trustee since 2007

Mr. Darretta serves as Director of UnitedHealth Group, a diversified health-care company.

Until April 2007, Mr. Darretta was Vice Chairman of the Board of Directors of Johnson & Johnson,one of the world’s largest and most broadly based health-care companies. Prior to 2007, he had responsibility for Johnson & Johnson’s finance, investor relations, information technology, and procurement functions. He served as Johnson & Johnson Chief Financial Officer for a decade, prior to which he spent two

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years as Treasurer of the corporation and over 10 years leading various Johnson & Johnson operating companies. From 2009 until 2012, Mr. Darretta served as the Health Care Industry Adviser to Permira, a global private equity firm.

Mr. Darretta received a B.S. in Economics from Villanova University.


Katinka Domotorffy(Born 1975)
Trustee since 2012

Ms. Domotorffy is a voting member of the Investment Committee of the Anne Ray Charitable Trust, part of the Margaret A. Cargill Philanthropies. She also serves as the Vice Chairof Reach Out and Read of Greater New York, an organization dedicated to promoting childhood literacy.

Until December 2011, Ms. Domotorffy was Partner, Chief Investment Officer, and Global Head of Quantitative Investment Strategies at Goldman Sachs Asset Management.

Ms. Domotorffy holds a BSc in Economics from the University of Pennsylvania and an MSc in Accounting and Finance from the London School of Economics.


John A. Hill(Born 1942)
Trustee since 1985 and Chairman from 2000to 2011

Mr. Hill is founder and Vice-Chairman of First Reserve Corporation, the leading private equity buyout firm specializing in the world-wide energy industry, with offices in Greenwich, Connecticut; Houston, Texas; London, England; and Hong Kong, China. The firm’s investments on behalf of some of the nation’s largest pension and endowment funds are currently concentrated in 31 companies with annual revenues in excess of $15 billion, which employ over 100,000 people in 23 countries.

Mr. Hill is a Director of Devon Energy Corporation (a leading independent natural gas and oil exploration and production company) and various private companies owned by First Reserve, and serves as a Trustee of Sarah Lawrence College where he serves as Chairman and also chairs the Investment Committee. He is also a member of the Advisory Board of the Millstein Center for Global Markets and Corporate Ownership at The Columbia University Law School.

Prior to forming First Reserve in 1983, Mr. Hill served as President of F. Eberstadt and Company, an investment banking and investment management firm. Between 1969 and 1976, Mr. Hill held various senior positions in Washington, D.C. with the federal government, including Deputy Associate Director of the Office of Management and Budget and Deputy Administrator of the Federal Energy Administration during the Ford Administration.

Born and raised in Midland, Texas, he received his B.A. in Economics from Southern Methodist University and pursued graduate studies as a Woodrow Wilson Fellow.


Paul L. Joskow(Born 1947)
Trustee since 1997

Dr. Joskow is an economist and President of the Alfred P. Sloan Foundation (a philanthropic institution focused primarily on research and education on issues related to science,technology, and economic performance). He is the Elizabeth and James Killian Professor of Economics, Emeritus at the Massachusetts Institute of Technology (MIT), where he joined the faculty in 1972. Dr. Joskow was the Director of the Center for Energy and Environmental Policy Research at MIT from 1999 through 2007.

Dr. Joskow serves as a Trustee of Yale University, as a Director of TransCanada Corporation (an energy company focused on natural gas transmission, oil pipelines, and power services) and of Exelon Corporation (an energy company focused on power services), and as a member of the Board of Overseers of the Boston Symphony Orchestra. Prior to August 2007, he served as a Director of National Grid (a UK-based holding company with interests in electric and gas transmission and distribution and telecommunications infrastructure). Prior to July 2006, he served as President of the Yale University Council. Prior to February 2005, he served on the Board of the Whitehead Institute for Biomedical Research (a non-profit research institution). Prior to February 2002, he was a Director of State Farm Indemnity Company (an automobile insurance company), and prior to March 2000, he was a Director of New England Electric System (a public utility holding company).

Dr. Joskow has published seven books and numerous articles on industrial organization, government regulation of industry, and competition policy. He is active in industry restructuring, environmental, energy, competition, and privatization policies — having served as an advisor to governments and corporations worldwide. Dr. Joskow holds a Ph.D. and M.Phil. from Yale University and a B.A. from Cornell University.


Kenneth R. Leibler(Born 1949)
Trustee since 2006

Mr. Leibler is a founder and former Chairman of the Boston Options Exchange, an electronic marketplace for the trading of derivative securities.

Mr. Leibler currently serves on the Board of Trustees of Beth Israel Deaconess Hospital in Boston. He is also a Director of Northeast Utilities, which operates New England’s largest energy delivery system, and, until November 2010, was a Director of Ruder Finn Group, a global communications and advertising firm. Prior to December 2006, he served as a Director of the Optimum Funds group. Prior to October 2006, he served as a Director of ISO New England, the organization responsible for the operation of the electric generation system in the New England states. Prior to 2000, Mr. Leibler was a Director of the Investment Company Institute in Washington, D.C.

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Prior to January 2005, Mr. Leibler served as Chairman and Chief Executive Officer of the Boston Stock Exchange. Prior to January 2000, he served as President and Chief Executive Officer of Liberty Financial Companies, a publicly traded diver-sified asset management organization. Prior to June 1990, Mr. Leibler served as President and Chief Operating Officer of the American Stock Exchange (AMEX), and at the time was the youngest person in AMEX history to hold the title of President. Prior to serving as AMEX President, he held the position of Chief Financial Officer, and headed its management and marketing operations. Mr. Leibler graduated with a degree in Economics from Syracuse University.


Robert E. Patterson(Born 1945)
Trustee since 1984

Mr. Patterson is Co-Chairman of Cabot Properties, Inc. (a private equity firm investing in commercial real estate) and Chairman of its Investment Committee.

Mr. Patterson is past Chairman and served as a Trustee of the Joslin Diabetes Center. He previously was a Trustee of the Sea Education Association. Prior to December 2001, Mr. Patterson was President and Trustee of Cabot Industrial Trust (a publicly traded real estate investment trust). Prior to February 1998, he was Executive Vice President and Director of Acquisitions of Cabot Partners Limited Partnership (a registered investment adviser involved in institutional real estate investments). Prior to 1990, he served as Executive Vice President of Cabot, Cabot & Forbes Realty Advisors, Inc. (the predecessor company of Cabot Partners).

Mr. Patterson practiced law and held various positions in state government, and was the founding Executive Director of the Massachusetts Industrial Finance Agency. Mr. Patterson is a graduate of Harvard College and Harvard Law School.


George Putnam, III(Born 1951)
Trustee since 1984

Mr. Putnam is Chairman of New Generation Research, Inc. (a publisher of financial advisory and other research services), and President of New Generation Advisors, LLC (a registeredinvestment adviser to private funds). Mr. Putnam founded the New Generation companies in 1986.

Mr. Putnam is a Director of The Boston Family Office, LLC (a registered investment adviser). He is a Trustee of Epiphany School and a Trustee of the Marine Biological Laboratory in Woods Hole, Massachusetts. Prior to June 2007, Mr. Putnam was President of the Putnam funds. Until 2010, he was a Trustee of St. Mark’s School, until 2006, he was a Trustee of Shore Country Day School, and until 2002, he was a Trustee of the Sea Education Association.

Mr. Putnam previously worked as an attorney with the law firm of Dechert LLP (formerly known as Dechert Price & Rhoads) in Philadelphia. He is a graduate of Harvard College, Harvard Business School, and Harvard Law School.

W. Thomas Stephens(Born 1942)
Trustee from 1997 to 2008, and since 2009


Mr. Stephens retired as Chairman and Chief Executive Officer of Boise Cascade, LLC (a paper, forest products and timberland assets company) in December 2008.

Mr. Stephens is a Director of TransCanada Pipelines, Ltd. (an energy infrastructure company).Until 2010, Mr. Stephens was a Director of Boise Inc. (a manufacturer of paper and packaging products). Until 2004, Mr. Stephens was a Director of Xcel Energy Incorporated (a public utility company), Qwest Communications and Norske Canada, Inc. (a paper manufacturer). Until 2003, Mr. Stephens was a Director of Mail-Well, Inc. (a diversified printing company). He served as Chairman of Mail-Well until 2001 and as CEO of MacMillan-Bloedel, Ltd. (a forest products company) until 1999.

Prior to 1996, Mr. Stephens was Chairman and Chief Executive Officer of Johns Manville Corporation (a manufacturing company). He holds B.S. and M.S. degrees from the University of Arkansas.

Interested Trustee*


Robert L. Reynolds(Born 1952)
Trustee since 2008 and President of the
Putnam funds since July 2009

Mr. Reynolds is President and Chief Executive Officer of Putnam Investments, a member of Putnam Investments’ Executive Board ofDirectors, and President of the Putnam funds. He has more than 30 years of investment and financial services experience.

Prior to joining Putnam Investments in 2008, Mr. Reynolds was Vice Chairman and Chief Operating Officer of Fidelity Investments from 2000 to 2007. During this time, he served on the Board of Directors for FMR Corporation, Fidelity Investments Insurance Ltd., Fidelity Investments Canada Ltd., and Fidelity Management Trust Company. He was also a Trustee of the Fidelity Family of Funds. From 1984 to 2000, Mr. Reynolds served in a number of increasingly responsible leadership roles at Fidelity.

Mr. Reynolds serves on several not-for-profit boards, including those of the West Virginia University Foundation, Concord Museum, Dana-Farber Cancer Institute and Boston Chamber of Commerce. He is a member of the Chief Executives Club of Boston, the National Innovation Initiative, and the Council on Competitiveness, and he is a former President of the Commercial Club of Boston.

Mr. Reynolds received a B.S. in Business Administration/Finance from West Virginia University.

* Trustee who is an “interested person” as defined in the 1940 Act of the fund and Putnam Management. Mr. Reynolds is deemed an “interested person” by virtue of his position as an officer of the fund and Putnam Management. Mr. Reynolds is the President and Chief Executive Officer of Putnam Investments and the President of your fund and each of the other Putnam funds.

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The Board Policy and Nominating Committee is responsible for recommending proposed nominees for election to the Board of Trustees for its approval. In recommending the election or appointment of the current Board members as Trustees, the Committee generally considered the educational, business and professional experience of each Trustee in determining his or her qualifications to serve as a Trustee of the fund, including the Trustee’s record of service as a director or trustee of public and private organizations. This included, as applicable, their previous service as a member of the Board of Trustees of the Putnam funds, during which they have demonstrated a high level of diligence and commitment to the interests of fund shareholders and the ability to work effectively and collegially with other members of the Board. The Committee also considered, among other factors, the particular attributes described below with respect to the various individual Trustees.

Independent Trustees:

Liaquat Ahamed — Mr. Ahamed’s experience as Chief Executive Officer of a major investment management organization and as head of the investment division at the World Bank, as well as his experience as an author of economic literature.

Ravi Akhoury — Mr. Akhoury’s experience as Chairman and Chief Executive Officer of a major investment management organization.

Barbara M. Baumann — Ms. Baumann’s experience in the energy industry as a consultant, an investor, and in both financial and operational management positions at a global energy company, and her service as a director of three NYSE companies.

Jameson A. Baxter — Ms. Baxter’s experience in corporate finance acquired in the course of her career at a major investment bank, her experience as a director and audit committee chair of two NYSE companies and her role as Chair of the Mutual Fund Directors Forum.

Charles B. Curtis — Mr. Curtis’s experience in public and regulatory policy matters relating to energy and finance acquired in the course of his service in various senior positions in government and on numerous boards of public and private organizations.

Robert J. Darretta — Mr. Darretta’s experience as the Chief Financial Officer and Vice Chairman of the board of a major NYSE health products company.

Katinka Domotorffy — Ms. Domotorffy’s experience as Chief Investment Officer and Global Head of Quantitative Investment Strategies at a major asset management organization.

John A. Hill — Mr. Hill’s experience as founder and Chairman of an open-end mutual fund and as a founder and lead managing partner of one of the largest private equity firms in the United States.

Paul L. Joskow — Dr. Joskow’s education and experience as a professional economist familiar with financial economics and related issues and his service on multiple for-profit boards.

Kenneth R. Leibler — Mr. Leibler’s extensive experience in the financial services industry, including as Chief Executive Officer of a major asset management organization, and his service as a director of various public and private companies.

Robert E. Patterson — Mr. Patterson’s training and experience as an attorney and his experience as president of a NYSE company.

George Putnam, III — Mr. Putnam’s training and experience as an attorney, his experience as the founder and Chief Executive Officer of an investment management firm and his experience as an author of various publications on the subject of investments.

W. Thomas Stephens — Mr. Stephens’s extensive business experience, including his service as Chief Executive Officer of four public companies, as non-executive chairman of two public companies and as a director of numerous other public companies.

Interested Trustee:

Robert L. Reynolds — Mr. Reynolds’s extensive experience as a senior executive of one of the largest mutual fund organizations in the United States and his current role as the President and Chief Executive Officer of Putnam Investments.

Each of the nominees has agreed to serve as a Trustee, if elected. If any of the nominees is unavailable for election at the time of the special meeting, which is not anticipated, the Trustees may vote for other nominees at their discretion, or the Trustees may fix the number of Trustees at fewer than 14 for your fund.

What are the Trustees’ responsibilities?

Your fund’s Trustees are responsible for the general oversight of your fund’s affairs and for assuring that your fund is managed in the best interests of its shareholders. The Trustees regularly review your fund’s investment performance as well as the quality of other services provided to your fund and its shareholders by Putnam Management and its affiliates, including administration, distribution and shareholder servicing. At least annually, the Trustees review and evaluate the fees and operating expenses paid by your fund for these services and negotiate changes if they deem it appropriate. In carrying out these responsibilities, the Trustees are assisted by an independent administrative staff and by your fund’s auditors, independent counsel and other experts as appropriate, selected by and responsible to the Trustees.

Board Leadership Structure.Currently, 13 of the 14 Trustees of your fund are Independent Trustees. These Independent Trustees must vote separately to approve all financial arrangements and other agreements with your fund’s investment manager and other affiliated parties. The role of the Independent Trustees has been characterized as that of a “watchdog” charged with oversight to protect shareholders’ interests against overreaching and abuse by those who are in a position

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to control or influence a fund. Your fund’s Independent Trustees meet regularly as a group in executive session. An Independent Trustee currently serves as chair of the Board.

Board Committees.Taking into account the number, the diversity and the complexity of the funds overseen by the Board and the aggregate amount of assets under management, your fund’s Trustees have determined that the efficient conduct of the Board’s affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Board. Certain committees (the Executive Committee, Distributions Committee and Audit and Compliance Committee) are authorized to act for the Trustees as specified in their charters. The other committees review and evaluate matters specified in their charters and make recommendations to the Trustees as they deem appropriate. Each committee may utilize the resources of your fund’s auditors, independent staff and counsel as well as other experts. The committees meet as often as necessary, either in conjunction with regular meetings of the Trustees or otherwise. The membership and chair of each committee are appointed by the Trustees upon recommendation of the Board Policy and Nominating Committee. Each committee is chaired by an Independent Trustee and, except as noted below, the membership and chairs of each committee consist exclusively of Independent Trustees.

The Trustees have determined that this committee structure also allows the Board to focus more effectively on the oversight of risk as part of its broader oversight of the fund’s affairs. While risk management is the primary responsibility of the fund’s investment manager, the Trustees regularly receive reports regarding investment risks and compliance risks. The Board’s committee structure allows separate committees to focus on different aspects of these risks and their potential impact on some or all of the funds and to discuss with the fund’s investment manager how it monitors and controls such risks.

Audit and Compliance Committee.The Audit and Compliance Committee provides oversight on matters relating to the preparation of the Putnam funds’ financial statements, compliance matters, internal audit functions, and Codes of Ethics issues. This oversight is discharged by regularly meeting with management and the funds’ auditors and keeping current on industry developments. Duties of this Committee also include the review and evaluation of all matters and relationships pertaining to the funds’ auditors, including their independence. Information about the fees billed to the fund by the funds’ auditors, as well as information about the Committee’s pre-approval policies relating to the work performed by the funds’ auditors, is included inAppendix Gof this proxy statement. The members of the Committee include only Independent Trustees. Each member of the Committee also is “independent,” as that term is interpreted for purposes of Rule 10A-3(b)(1) of the Exchange Act, and the listing standards of the New York Stock Exchange. The Board has adopted a written charter for the Committee, a current copy of which is available at putnam.com/about-putnam/. TheCommittee currently consists of Messrs. Leibler (Chairperson), Curtis, Darretta and Hill and Mses. Baumann and Domotorffy.

Board Policy and Nominating Committee.The Board Policy and Nominating Committee reviews matters pertaining to the operations of the Board and its committees, the compensation of the Trustees and their staff, and the conduct of legal affairs for the Putnam funds. The Committee also oversees the voting of proxies associated with portfolio investments of the Putnam funds, with the goal of ensuring that these proxies are voted in the best interest of each fund’s shareholders.

The Committee evaluates and recommends all candidates for election as Trustees and recommends the appointment of members and chairs of each Board committee. The Committee also identifies prospective nominees for election as Trustee by considering individuals that come to its attention through the recommendation of current Trustees, Putnam Management or shareholders. Candidates properly submitted by shareholders (as described below) will be considered and evaluated on the same basis as candidates recommended by other sources. The Committee may, but is not required to, engage a third-party professional search firm to assist it in identifying and evaluating potential nominees.

When evaluating a potential candidate for membership on the Board, the Committee considers the skills and characteristics that it determines would most benefit the Putnam funds at the time the evaluation is made. The Committee may take into account a wide variety of attributes in considering potential Trustee candidates, including, but not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities to the Board, (ii) other board experience, (iii) relevant industry and related experience, (iv) educational background, (v) financial expertise, (vi) an assessment of the candidate’s ability, judgment and expertise, (vii) an assessment of the perceived needs of the Board and its committees at that point in time and (viii) overall Board composition. The Committee generally believes that the Board benefits from diversity of background, experience and views among its members, and considers this as a factor in evaluating the composition of the Board, but has not adopted any specific policy in this regard. In connection with this evaluation, the Committee will determine whether to interview prospective nominees, and, if warranted, one or more members of the Committee, and other Trustees and representatives of the funds, as appropriate, will interview prospective nominees in person or by telephone. Once this evaluation is completed, the Committee recommends such candidates as it determines appropriate to the Independent Trustees for nomination, and the Independent Trustees select the nominees after considering the recommendation of the Committee.

The Committee will consider nominees for Trustee recommended by shareholders of a fund provided shareholders submit their recommendations by the date disclosed in the paragraph entitled “Date for receipt of shareholders’ proposals

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for subsequent meetings of shareholders” in the section “Further Information About Voting and the Special Meeting,” and provided the shareholders’ recommendations otherwise comply with applicable securities laws, including Rule 14a-8 under the Exchange Act.

The Committee consists only of Independent Trustees. The Trustees have adopted a written charter for the Board Policy and Nominating Committee, a current copy of which is available at putnam.com/about-putnam/. The Board Policy and Nominating Committee currently consists of Messrs. Hill (Chairperson), Curtis, Patterson and Putnam and Ms. Baxter.

Brokerage Committee.The Brokerage Committee reviews the Putnam funds’ policies regarding the execution of portfolio trades and Putnam Management’s practices and procedures relating to the implementation of those policies. The Committee reviews periodic reports on the cost and quality of execution of portfolio transactions and the extent to which brokerage commissions have been used (i) by Putnam Management to obtain brokerage and research services generally useful to it in managing the portfolios of the funds and of its other clients, and (ii) by the funds to pay for certain fund expenses. The Committee reports to the Trustees and makes recommendations to the Trustees regarding these matters. The Committee currently consists of Dr. Joskow (Chairperson), Ms. Baxter and Messrs. Ahamed, Akhoury, Patterson, Putnam and Stephens.

Contract Committee.The Contract Committee reviews and evaluates at least annually all arrangements pertaining to (i) the engagement of Putnam Management and its affiliates to provide services to the Putnam funds, (ii) the expenditure of the funds’ assets for distribution purposes pursuant to Distribution Plans of the funds, and (iii) the engagement of other persons to provide material services to the funds, including in particular those instances where the cost of services is shared between the funds and Putnam Management and its affiliates or where Putnam Management or its affiliates have a material interest. The Committee also reviews the proposed organization of new fund products, proposed structural changes to existing funds and matters relating to closed-end funds. The Committee reports and makes recommendations to the Trustees regarding these matters. The Committee currently consists of Mr. Patterson (Chairperson), Dr. Joskow, Ms. Baxter and Messrs. Ahamed, Akhoury, Putnam and Stephens.

Distributions Committee.The Distributions Committee oversees all dividends and distributions by the Putnam funds. The Committee makes recommendations to the Trustees of the funds regarding the amount and timing of distributions paid by the funds, and determines such matters when the Trustees are not in session. The Committee also oversees the policies and procedures pursuant to which Putnam Management prepares recommendations for distributions, and meets regularly with representatives of Putnam Management to review the implementation of these policies and procedures. The Committee reports to the Trustees and makes recommendations to theTrustees regarding these matters. The Committee currently consists of Ms. Baumann (Chairperson), Ms. Domotorffy and Messrs. Curtis, Darretta, Hill and Leibler.

Executive Committee.The functions of the Executive Committee are twofold. The first is to ensure that the Putnam funds’ business may be conducted at times when it is not feasible to convene a meeting of the Trustees or for the Trustees to act by written consent. The Committee may exercise any or all of the power and authority of the Trustees when the Trustees are not in session. The second is to establish annual and ongoing goals, objectives and priorities for the Board, and to ensure coordination of all efforts between the Trustees and Putnam Management on behalf of the shareholders of the funds. The Committee currently consists of Ms. Baxter (Chairperson) and Messrs. Hill, Leibler, Patterson and Putnam.

Investment Oversight Committees.The Investment Oversight Committees regularly meet with investment personnel of Putnam Management to review the investment performance and strategies of the Putnam funds in light of their stated investment objectives and policies. The Committees seek to identify any compliance issues that are unique to the applicable categories of funds and work with the appropriate Board committees to ensure that any such issues are properly addressed. Investment Oversight Committee A currently consists of Messrs. Akhoury (Chairperson), Ahamed, Darretta, Hill, Patterson and Reynolds and Ms. Baxter. Investment Oversight Committee B currently consists of Messrs. Putnam (Chairperson), Curtis, Leibler and Stephens, Dr. Joskow and Mses. Baumann and Domotorffy.

Pricing Committee.The Pricing Committee oversees the valuation of assets of the Putnam funds and reviews the funds’ policies and procedures for achieving accurate and timely pricing of fund shares. The Committee also oversees implementation of these policies, including fair value determinations of individual securities made by Putnam Management or other designated agents of the funds. The Committee also oversees compliance by money market funds with Rule 2a-7 under the 1940 Act and the correction of occasional pricing errors. The Committee also reviews matters related to the liquidity of portfolio holdings. The Committee reports to the Trustees and makes recommendations to the Trustees regarding these matters. The Committee currently consists of Messrs. Darretta (Chairperson), Curtis, Hill and Leibler and Mses. Baumann and Domotorffy.

How large a stake do the Trustees have in the Putnam family of funds?

The Trustees allocate their investments among the Putnam funds based on their own investment needs. The number of shares beneficially owned by each nominee for Trustee, as well as the value of each nominee’s holdings in each fund and in all of the Putnam funds as of September 30, 2013 is included inAppendix H. As a group, the Trustees owned shares of the Putnam funds valued at approximately $[[ ]] million, as of September 30, 2013.

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As of September 30, 2013, to the knowledge of your fund, each Trustee, and the officers and Trustees of the fund as a group, owned less than 1% of the outstanding shares of each class of each fund, except as listed inAppendix H.

How can shareholders communicate with the Trustees?

The Board provides a process for shareholders to send communications to the Trustees. Shareholders may direct communications to the Board as a whole or to specified individual Trustees by submitting them in writing to the following address:

The Putnam funds
Attention: “Board of Trustees” or any specified Trustee(s) 
One Post Office Square
Boston, Massachusetts 02109

 

Written communications must include the shareholder’s name, be signed by the shareholder, refer to the Putnam fund(s) in which the shareholder holds shares and include the class and number of shares held by the shareholder as of a recent date.

Representatives of the funds’ transfer agent will review all communications sent to Trustees and, as deemed appropriate, will provide copies and/or summaries of communications to the Trustees.

How often do the Trustees meet?

The Trustees currently hold regular in-person meetings eight times each year, usually over a two-day period, to review the operations of the Putnam funds. A portion of these meetings is devoted to meetings of various committees of the Board that focus on particular matters. Each Independent Trustee generally attends at least two formal committee meetings during each regular meeting of the Trustees. In addition, the Trustees meet in small groups with senior investment personnel and portfolio managers to review recent performance and the current investment climate for selected funds. These meetings ensure that fund performance is reviewed in detail on at least an annual basis. The committees of the Board, including the Executive Committee, may also meet on special occasions as the need arises. During calendar year 2012, the average Trustee participated in approximately 37 committee and Board meetings.

The number of times each committee met during calendar year 2012 is shown in the table below:

Audit and Compliance Committee 

Board Policy and Nominating Committee 

Brokerage Committee 

Contract Committee 

Distributions Committee 

Executive Committee 

Investment Oversight Committees A 

Investment Oversight Committee B 

Pricing Committee 

The funds do not have a formal policy with respect to Trustee attendance at shareholder meetings, although, where possible, the Chair of the Trustees generally seeks to attend all meetings involving non-routine business matters. With the exception of Putnam Asia Pacific Equity Fund, Putnam High Income Securities Fund, Putnam International Value Fund, Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust, Putnam Municipal Opportunities Trust and Putnam Premier Income Trust, your fund’s Trustees other than John A. Hill did not attend the last shareholder meeting of your fund. The Trustees are generally represented at routine shareholder meetings by their independent staff and independent counsel.

What are some of the ways in which the Trustees represent shareholder interests?

Among other ways, the Trustees seek to represent shareholder interests:

• by reviewing your fund’s investment performance with your fund’s investment personnel;

• by discussing with senior management of Putnam Management steps being taken to address any performance deficiencies;

• by reviewing the quality of the various other services provided to your fund and its shareholders by Putnam Management and its affiliates;

• by reviewing in depth the fees paid by each fund and by negotiating with Putnam Management, if appropriate, to ensure that such fees remain reasonable and competitive with those of comparable funds, while at the same time providing Putnam Management sufficient resources to continue to provide high quality services in the future;

• by reviewing brokerage costs and fees, allocations among brokers, soft dollar expenditures and similar expenses of your fund;

• by monitoring potential conflicts of interest between the Putnam funds, including your fund, and Putnam Management and its affiliates to ensure that the funds continue to be managed in the best interests of their shareholders; and

• by monitoring potential conflicts among funds managed by Putnam Management to ensure that shareholders continue to realize the benefits of participation in a large and diverse family of funds.

What are the Trustees paid for their services?

Each Independent Trustee of the fund receives an annual retainer fee and additional fees for each Trustee meeting attended and for certain related services. Independent Trustees also are reimbursed for expenses they incur relating to their service as Trustees. All of the current Independent Trustees of the fund are Trustees of all of the Putnam funds and receive fees for their services.

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The Trustees periodically review their fees to ensure that the fees continue to be appropriate in light of their responsibilities as well as in relation to fees paid to trustees of other mutual fund complexes. The Board Policy and Nominating Committee, which consists solely of Independent Trustees of the fund, estimates that committee and Trustee meeting time, together with the appropriate preparation, requires the equivalent of at least four business days per Trustee meeting. The table found inAppendix Iincludes the year each Trustee became a Trustee of the Putnam funds, the fees paid to each of those Trustees by each fund included in this proxy statement for its most recent fiscal year (ended prior to October 1, 2013) and the fees paid to each of those Trustees by all of the Putnam funds during calendar year 2012.

Under a Retirement Plan in effect for Trustees of the Putnam funds elected to the Board before 2003 (the “Plan”), each eligible Trustee who retires with at least five years of service as a Trustee of the funds is entitled to receive an annual retirement benefit equal to one-half of the average annual attendance and retainer fees paid to such Trustee for calendar years 2003, 2004 and 2005. This retirement benefit is payable during a Trustee’s lifetime, beginning the year following retirement, for the number of years of service through December 31, 2006. A death benefit, also available under the Plan, ensures that the Trustee and his or her beneficiaries will receive benefit payments for the lesser of an aggregate period of (i) ten years or (ii) such Trustee’s total years of service.

The Plan Administrator (currently the Board Policy and Nominating Committee) may terminate or amend the Plan at any time, but no termination or amendment will result in a reduction in the amount of benefits (i) currently being paid to a Trustee at the time of such termination or amendment, or (ii) to which a current Trustee would have been entitled had he or she retired immediately prior to such termination or amendment. The Trustees have terminated the Plan with respect to any Trustee first elected to the Board after 2003.

Why should you vote for your fund’s nominees?

Your current Trustees are independent, experienced, and highly qualified fiduciaries who exercise strong fund governance practices.

Independent

• The Chair of your fund, Jameson Baxter, is independent of Putnam Management and has served on the Board for nearly 20 years. She also serves as the Chair of the Mutual Fund Directors Forum, which provides educational and outreach programs for independent directors;

• 13 of the 14 Trustees are independent of Putnam Management; and

• The Independent Trustees are assisted by an independent administrative staff and legal counsel who are selected by the Independent Trustees and are independent of Putnam Management.

Highly Qualified

• The Trustees have significant current and past related industry experience, and have a demonstrated history of actively pursuing the interests of the fund’s shareholders; and

• The Board includes individuals with substantial professional accomplishments and prior experience in a variety of fields, including investment management, economics, finance, energy, health care, manufacturing, national security and real estate; and

Strong Governance Practices

• The Board includes a combination of long-tenured and newer members, bringing diverse perspectives to fund oversight;

• The Board has a well-established committee and oversight structure for the Putnam funds, including your fund, which has been developed over a long period of time; and

• The fund does not have a staggered board structure or other takeover defenses.

What is the voting requirement for electing Trustees?

All of the funds within a trust will vote together on the election of Trustees as a single class. If a quorum for your trust is present at the special meeting, the fourteen nominees for election as Trustees who receive the greatest number of votes cast at the meeting will be elected as Trustees of your trust. The table inAppendix Nincludes each Trust, and if applicable, its constituent series.The Trustees unanimously recommend that shareholders vote “FOR” the election of your fund’s nominees.

3. APPROVING AN AMENDED AND RESTATED DECLARATION OF TRUST FOR YOUR FUND

Affected funds:All open-end funds (i.e. all funds except Putnam High Income Securities Fund, Putnam Managed Municipal Income Fund, Putnam Master Intermediate Income Trust, Putnam Municipal Opportunities Trust, and Putnam Premier Income Trust)

Each Putnam fund is organized as a series of a Massachusetts business trust or as a stand-alone Massachusetts business trust (each, a “Trust”). Each Trust is governed by a declaration of trust established under the laws of The Commonwealth of Massachusetts. The declaration of trust sets forth, among other things, details regarding the organization and operation of a fund, shareholder rights, powers of the Trustees and the characteristics of fund shares.

The Putnam funds affected by this proposal currently operate under thirty-eight distinct declarations of trust (each a “Current Declaration” and together, the “Current Declarations”). The Current Declarations were created at different times in the past and differ from each other in a number of ways. These differences create certain inefficiencies in the operations of the Putnam funds that can be disadvantageous to the funds and their shareholders. In addition, the terms of many of the Current Declarations do not provide for the flexibility and the

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same limitations of liabilities that more recent declarations of trust provide to many other mutual funds organized as Massa-chusetts business trusts and to their trustees and officers. The Trustees of your fund believe that the adoption of a single form of Amended and Restated Declaration of Trust (the “Revised Declaration”) for each Trust will, among other things: (i) provide the Trustees and Putnam Management increased flexibility in managing the affairs of the funds in an efficient and cost-effective manner in the best interests of shareholders; (ii) modernize and streamline certain corporate governance provisions, potentially resulting in a reduction or elimination of costs and delays over time and a reduction in the risks and costs of litigation; and (iii) eliminate certain ambiguities in and among the Current Declarations. On the basis of these and other considerations noted below, the Trustees recommend that shareholders of your Fund vote to authorize the Trustees to adopt the Revised Declaration, a form of which is included herein asAppendix M.

The discussion below highlights certain differences between the Current Declarations and the Revised Declaration. The most significant changes are described below under the caption “Significant Changes.” There are other differences between the Revised Declaration and the Current Declarations, mostly in the nature of clarifying and conforming changes, certain of which are described below under the caption “Other Changes.” Because there are many variations among the Current Declarations, not all of the changes described below will necessarily pertain to your fund. In addition, not all of the differences between the Current Declarations and the Revised Declaration are described below, so you should carefully review the form of the Revised Declaration inAppendix M. For a copy of your fund’s Current Declaration, you may call Putnam Investments at (800) 225-1581. Your fund’s Current Declaration is also on file with the Secretary of the Commonwealth of Massachusetts.

Significant Changes

1. Class Reorganizations and Terminations (all funds)

Each Current Declaration permits the Trustees to divide the shares of any series into one or more classes. The Trustees have historically used this power to create classes of shares that reflect different methods of distribution. It may be desirable at some point in the future for the Trustees discontinue certain share classes, in which case it may be desirable to reorganize the shares of a discontinued class with another series or class or to liquidate the shares of such class. The Revised Declaration (Article III, Section 1) clarifies the Trustees’ authority to combine shares of two or more classes of a fund into a single class without shareholder approval. Likewise, the Revised Declaration (Article IX, Section 5) permits the Trustees to authorize the reorganization of a class (by way of merger, consolidation or sale of assets) with another entity (including another series or class) without shareholder approval to the extent permitted by law. Finally, the Revised Declaration permits the Trustees to terminate and liquidate a particular class without shareholderapproval. These additional powers are intended to provide the Board the flexibility to implement changes in a fund’s class structure that it believes to be in the shareholders’ best interests, without causing the funds to incur the time and expense of soliciting shareholder approval. Putnam Management has advised the Trustees that it has no present intention of proposing any changes in the current class structure of the funds.

2. Derivative Actions and Exclusive Selection of Forum for Certain Shareholder Actions (all funds)

The Revised Declaration (Article III, Section 6) provides that a shareholder may not bring or maintain any court action, proceeding or claim on behalf of a Trust without first making demand on the Trustees requesting the Trustees to bring the action. The Current Declarations do not contain a similar provision, although Massachusetts courts have generally imposed a similar demand requirement in the past based on the Trustees’ inherent authority to manage all affairs of the Trust, including the bringing of litigation on behalf of the Trust. This requirement also conforms to a recent change in Massachusetts law applicable to business corporations requiring that demand be made in all circumstances. The requirement for shareholder demand is intended to prevent the potential disruption and expense that could result when a shareholder attempts to bring a suit that the Trustees in their judgment do not believe would be in the best interests of a Trust. The effect of these changes may be to discourage suits brought on behalf of the funds by shareholders against Putnam Management or the Trustees, but is not intended to affect any right of shareholders to bring actions in their own name.

The Revised Declaration (Article III, Section 7) also provides that any action brought by a shareholder seeking to enforce any right or privilege of shareholders under the Revised Declaration, challenging the powers of the Trustees thereunder, alleging a breach of fiduciary duty by any Trustee or officer of a Trust, or otherwise involving primarily the internal affairs of a Trust may be brought only in the courts of The Commonwealth of Massachusetts. The Current Declarations do not contain a similar provision. This proposed change is intended to ensure that the courts of The Commonwealth of Massachusetts will be the exclusive forum in which certain lawsuits against a fund, its Trustees or officers may be brought. In recent years, lawsuits against mutual funds and their officers and directors have often been brought and decided outside of a fund’s state of organization. Forum selection provisions can benefit funds and their shareholders by reducing the cost and disruption of multi-forum litigation (i.e.,litigation brought by shareholders simultaneously in different forums that challenges the same action) and limiting the ability of plaintiffs’ lawyers to seek out judicial forums that are particularly favorable to plaintiffs’ actions, sometimes referred to as “forum shopping.” Forum selection provisions are intended to permit a fund and its shareholders to benefit from the special expertise and long history of Massachusetts courts in dealing with declarations of trust governing the affairs of entities organized as Massachusetts business trusts. This provision would not, however, limit the

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ability of plaintiffs to bring actions outside of Massachusetts with respect to claims that do not fall within the scope of the forum selection provision, such as claims based on violations of federal securities law, contract claims or tort claims.

3. Removal of a Trustee (all funds)

The Revised Declaration (Article IV, Section 2) provides that a Trustee may be removed by the vote of two-thirds of the remaining Trustees or by the vote of two-thirds of a fund’s outstanding shares. Under the Current Declarations, the only mechanism for removing a Trustee is by the vote of two-thirds of the fund’s outstanding shares. This change is intended to increase administrative efficiency by providing Trustees the authority to remove a Trustee without causing the funds to incur the time and expense of soliciting shareholder approval. A Trustee would only be removed if the remaining Trustees deem such removal as necessary to ensure the effective operation of the Board or otherwise serve the best interests of shareholders, for example, to deal with the situation of a trustee who has become incapacitated, who refuses to resign in accordance with the Board’s retirement policy, or who has become involved in personal or business-related legal matters that could call into question his or her continuing fitness to serve. The ability of the Board to remove a Trustee without shareholder action is also consistent with recent changes in Massachusetts law applicable to business corporations.

4. Involuntary Redemptions (all funds)

The Current Declarations generally provide that the Trustees have the power to redeem the shares of any shareholder if either (i) the shareholder owns fewer shares than, or shares having an aggregate net asset value less than, an amount determined from time to time by the Trustees (the current minimum is 20 shares) or (ii) the shareholder owns shares of the fund in excess of a maximum amount set by the Trustees. In addition to these circumstances, the Revised Declaration (Article VI, Section 3) permits a fund to make involuntary redemptions in certain additional circumstances, including: (i) if a shareholder fails to supply appropriate personal and tax identification information requested by the fund; (ii) if a shareholder fails to meet or maintain the qualifications for ownership of a particular series or class; (iii) to collect a small account fee imposed on certain accounts (as described further below); or (iv) if the Trustees determine for any other reason, in their sole discretion, that the ownership of fund shares by a shareholder is not in the best interests of the remaining shareholders of the Trust or of the applicable series or class. A fund will provide advance notice to a shareholder of the intention to redeem shares involuntarily.

It is common for mutual funds to pay transfer agent and other shareholder servicing costs that are incurred in whole or in part on a per account basis. As a result, having a large number of relatively small shareholder accounts can potentially increase a fund’s expense ratio, with larger shareholders bearing a disproportionate amount of such costs. The Current Declarations already permitthe Trustees to redeem all shares held in an account falling below a number fixed by the Trustees. The Revised Declaration would provide the Trustees the additional flexibility to impose fees on accounts that do not meet a minimum investment amount and to redeem shares in any such account in an amount required to pay such fees. This would allow a fund to cause those shareholders who maintain small accounts to bear a fair portion of the costs of maintaining small accounts in lieu of redeeming such accounts altogether. A fund will provide advance notice to shareholders of its intention to impose fees on accounts that do not exceed a minimum investment size. Any such action would be subject to approval by the Trustees on such terms as they consider to be in the best interests of all shareholders.

5. Indemnification of Trustees, Officers, etc. (all funds)

The Revised Declaration (Article VIII, Section 2) modifies certain provisions relating to the availability of indemnification to the Trust’s Trustees and officers (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (each a “Covered Person”). Under the Revised Declaration, a Covered Person would not be indemni-fied with respect to any matter as to which such person had been finally adjudicated (i) not to have acted in good faith, (ii) not to have acted in the reasonable belief that his or her action was in the best interest of a Trust or at least was not opposed to the best interest of the Trust, (iii) in the case of a criminal proceeding, to have had reasonable cause to believe his or her action was unlawful, or (iv) to be liable by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties (referred to below as “Disabling Conduct”). The Current Declarations contain a similar provision but do not expressly permit indemnification in circumstances where such person has been finally adjudicated to have acted in good faith in the reasonable belief that his or her action was not opposed to the best interest of the Trust. The Current Declarations also do not contain the exception noted above for criminal proceedings. These changes are intended to conform to recent changes in law applicable to Massachusetts corporations.

The Revised Declaration (Article VIII, Section 1) also adds a provision that creates a rebuttable presumption in favor of a Covered Person when determining whether there is reason to believe the Covered Person ultimately will be entitled to indem-nification and hence may receive advancements of expenses in connection with indemnification. The Revised Declaration provides that the persons making determinations concerning advance payments will afford the Covered Person a rebuttable presumption that he or she did not engage in Disabling Conduct. This rebuttable presumption is consistent with recent guidance of the Securities and Exchange Commission staff. The Revised Declaration both provides greater certainty to Trustees and other indemnified persons as to the circumstances where they might be denied indemnification, and makes it less likely in most circumstances that a Covered Person will be denied

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indemnification. The Trustees believe that providing for indem-nification to the extent permitted by law is consistent with best corporate practices and will aid in attracting and retaining high quality members of the Board.

6. Limitation of Liability (all funds)

The Revised Declaration (Article VIII, Sections 1 and 2) clari-fies that the duties, obligations and liability imposed upon a Trustee that is appointed, designated or identified as an officer of the fund or a member of any committee of the Trustees, or as an expert with respect to certain matters (including an audit committee financial expert), or a Trustee who has special skills or expertise shall be the same as those imposed on a Trustee in the absence of such appointment, designation, identifica-tion or expertise. The Revised Declaration also clarifies that no such appointment, designation, identification or expertise would affect any right or privilege to which the Trustee would otherwise be entitled as a Trustee, including the right to indem-nification. While the Current Declarations do not address the standard of care with respect to Trustees with special skills or designations, nothing herein is intended to suggest that a different result was intended by the Current Declarations.

In the Security and Exchange Commission’s 2003 adopting release for disclosure requirements related to the “audit committee financial expert” designation, the Securities and Exchange Commission stated that “[w]e find no support in the Sarbanes-Oxley Act or in related legislative history that Congress intended to change the duties, obligations or liability of any audit committee member, including the audit committee financial expert, through this provision.” Although this is persuasive guidance, the standard of care imposed on a Trustee is primarily a matter governed by Massachusetts law rather than by federal law or regulations. The proposed change is intended to provide an extra safeguard for the Trustees in the event of litigation, making it clear that one standard of liability applies for all Trustees without regard to designation of additional responsibilities or titles or any actual or implied individual expertise or qualifications. By providing greater clarity regarding the applicable standard of care, the Trustees hope to reduce the uncertainties associated with potential litigation and enhance the ability of the funds to attract and retain high quality members of the Board.

7. Merger, Consolidation, Sale of Assets and Other Reorganizations (all funds)

The Revised Declaration (Article VIII, Section 5) permits the Trustees to authorize various types of reorganization transactions in which a Trust, or a series or class, may be combined with another entity, typically another mutual fund. Such transactions are typically contemplated when a fund has declined in size to a point where it is no longer able to operate at an efficient cost level or to effectively distribute its shares, to reduce existing overlap in portfolios within the same asset class of a family of funds, and to change a fund’s investment philosophy,among others. For most funds, the Current Declarations already permit the Trustees to sell or exchange all or substantially all of the assets of the Trust without shareholder authorization, but is otherwise silent with regard to other types of reorganization transactions. However, in the case of those Affected Funds listed below, shareholder authorization is explicitly required before any sale or exchange of all or substantially all of the assets of the Trust or before any merger or consolidation of the Trust with any other trust or corporation.

The proposed changes would expand the authority of the Trustees to authorize reorganization transactions without shareholder approval where permitted by applicable law. The proposed changes would permit the Trustees to make decisions they believe are in the shareholders’ best interests when considering a reorganization of a Trust (or a series or class of the Trust) without causing a Trust to incur the time and expense of soliciting shareholder approval, unless the law otherwise requires it.

Any exercise of the Trustees’ increased authority under the Revised Declaration would be subject to the Trustees’ general fiduciary responsibilities to act in the best interests of all shareholders and subject to the requirements of applicable law, including the 1940 Act. For example, Rule 17a-8 under the 1940 Act requires reorganizations involving affiliated funds to be approved by the shareholders of the trust or series being acquired unless certain conditions are satisfied. Because of this regulatory requirement, some transactions will continue to require shareholder approval. Should shareholders approve the Revised Declaration, shareholders would not have the right to vote under the trust’s organizational document on any reorganization that may be effected without a shareholder vote pursuant to Rule 17a-8, unless the Trustees determined that it would be appropriate in the circumstance to permit shareholders to vote on the reorganization.

Affected Funds: Putnam Convertible Securities Fund, The Putnam Fund for Growth and Income, The George Putnam Fund of Boston (d/b/a George Putnam Balanced Fund), Putnam Global Equity Fund, Putnam Income Fund, Putnam Investors Fund, and Putnam Voyager Fund are currently not permitted to engage in any form of reorganization without shareholder approval; the remaining open-end funds would be affected only by the additional authority to engage in mergers or consolidations.

8. Redemption Fees (listed funds only)

The Revised Declaration (Article VI, Section 3) makes explicit that fees or charges may be imposed on shares being redeemed. Such fees or charges would typically be applied in circumstances where the Trustees believe that such fees are necessary or appropriate to protect non-redeeming shareholders from the transaction costs associated with redemptions, for example, during periods of market turmoil resulting in reduced trading liquidity. While the Current Declarations for most funds state that the Trustees may impose redemption fees, the declarations of trust of the Affected Funds listed below do not explicitly contemplate this power. In order to conform your fund’s Current Declaration with the majority of the Putnam funds’ declarations of trust and to avoid

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any ambiguity with respect to the ability of a fund to impose redemption fees, the Trustees believe it is prudent to make this power explicit in each fund’s Revised Declaration.

Affected Funds: Putnam American Government Income Fund, Putnam California Tax Exempt Income Fund, Putnam Convertible Securities Fund, Putnam Equity Income Fund, Putnam Global Equity Fund, Putnam Global Health Care Fund, Putnam Global Income Trust, Putnam Global Natural Resources Fund, Putnam High Yield Advantage Fund, Putnam High Yield Trust, Putnam Income Fund, Putnam International Equity Fund, Putnam Investors Fund, Putnam Massachusetts Tax Exempt Income Fund, Putnam Michigan Tax Exempt Income Fund, Putnam Minnesota Tax Exempt Income Fund, Putnam Money Market Fund, Putnam New York Tax Exempt Income Fund, Putnam Ohio Tax Exempt Income Fund, Putnam Tax Exempt Income Fund, Putnam U.S. Government Income Trust, and Putnam Voyager Fund.

9. In-Kind Redemptions and Distributions (listed funds only)

The Revised Declaration (Article VI, Section 2) clarifies that redemption and distribution payments made to shareholders may be made in cash, fund shares or other property, or a combination thereof, as determined by the Trustees. While the Current Declarations for most funds expressly permit the Trustees to make redemption payments in property other than cash or fund shares (e.g., a fund’s portfolio securities), the Current Declarations for the Affected Funds listed below do not explicitly contemplate such an “in-kind” redemption or distribution. The Trustees believe that standardizing the provisions relating to in-kind redemptions and distributions across the funds’ declarations of trust would enhance efficiency in administering the Putnam funds. The Trustees expect that the flexibility to pay redemptions in-kind would be used only in extraordinary circumstances, for example, to ensure that transaction costs associated with unusually large and unanticipated redemptions or large redemptions during periods of unusually limited market liquidity are not borne by all other fund shareholders. In addition, if the Revised Declaration is approved by a trust, the trust intends to file an election with the Securities and Exchange Commission under Rule 18f-1 under the 1940 Act, which will commit the trust to pay in cash in all cases involving requests for redemption by a single shareholder during any 90-day period of up to the lesser of $250,000 or 1% of the relevant fund’s net asset value measured at the beginning of the 90-day period.

Affected Funds for In-Kind Distributions: Putnam American Government Income Fund, Putnam AMT-Free Municipal Fund, Putnam California Tax Exempt Income Fund, Putnam Convertible Securities Fund, Putnam Diversified Income Trust, Putnam Equity Income Fund, The Putnam Fund for Growth and Income, The George Putnam Fund of Boston (d/b/a George Putnam Balanced Fund), Putnam Global Equity Fund, Putnam Global Health Care Fund, Putnam Global Income Trust, Putnam Global Natural Resources Fund, Putnam High Yield AdvantageFund, Putnam High Yield Trust, Putnam Income Fund, Putnam International Equity Fund, Putnam Investors Fund, Putnam New York Tax Exempt Income Fund, Putnam Massachusetts Tax Exempt Income Fund, Putnam Michigan Tax Exempt Income Fund, Putnam Minnesota Tax Exempt Income Fund, Putnam Money Market Fund, Putnam Ohio Tax Exempt Income Fund, Putnam Tax Exempt Income Fund, Putnam Tax-Free High Yield Fund, Putnam U.S. Government Income Trust, and Putnam Voyager Fund.

Affected Fund for In-Kind Redemptions: Putnam American Government Income Fund, Putnam AMT-Free Municipal Fund, Putnam Arizona Tax Exempt Income Fund, Putnam California Tax Exempt Income Fund, Putnam Capital Opportunities Fund, Putnam Convertible Securities Fund, Putnam Diversi-fied Income Trust, Putnam Dynamic Asset Allocation Balanced Fund, Putnam Dynamic Asset Allocation Conservative Fund, Putnam Dynamic Asset Allocation Growth Fund, Putnam Equity Income Fund, Putnam Europe Equity Fund, The Putnam Fund for Growth and Income, The George Putnam Fund of Boston (d/b/a George Putnam Balanced Fund), Putnam Growth Opportunities Fund, Putnam Global Equity Fund, Putnam Global Health Care Fund, Putnam Global Income Trust, Putnam Global Natural Resources Fund, Putnam Global Utilities Fund, Putnam High Yield Advantage Fund, Putnam High Yield Trust, Putnam Income Fund, Putnam International Capital Opportunities Fund, Putnam International Equity Fund, Putnam International Growth Fund, Putnam Investors Fund, Putnam Massachusetts Tax Exempt Income Fund, Putnam Michigan Tax Exempt Income Fund, Putnam Minnesota Tax Exempt Income Fund, Putnam Money Market Fund, Putnam Multi-Cap Growth Fund, Putnam Multi-Cap Value 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 Research Fund, Putnam Small Cap Value Fund, Putnam U.S. Government Income Trust, Putnam Tax Exempt Income Fund, Putnam Tax Exempt Money Market Fund, Putnam Tax-Free High Yield Fund, and Putnam Voyager Fund.

10. Amendment of the Declaration of Trust (all funds)

Under the Revised Declaration (Article VIII, Section 8), the Trustees have the authority to amend the declaration of trust without shareholder approval if (i) the amendment would be for the purpose of changing the name of the Trust or curing any omission, ambiguity, defect or inconsistency or (ii) the amendment would not, in the judgment of the Trustees, have a material adverse effect on the shareholders of any series or class of shares. In contrast, the Current Declarations for most funds permit the Trustees to amend the declaration of trust without shareholder authorization only for the purpose of changing the name of the trust or curing any omission, ambiguity, defect or inconsistency. (In the case of The George Putnam Fund of Boston (d/b/a George Putnam Balanced Fund) and The Putnam Fund for Growth and Income, the Current Declarations permit the

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Trustees to amend the declaration of trust without shareholder authorization to change the name of the Trust only in certain limited circumstances.) The proposed changes would expand, to a certain extent, the Trustees’ authority to amend a declaration of trust without obtaining a shareholder vote. The proposed changes are designed to give the Trustees the flexibility to react quickly to future contingencies, changes to applicable law or other changes, and to take action without causing the Trust to incur the time and expense of soliciting shareholder approval. These situations could arise as a result of regulatory changes or changes in markets or mutual fund structures generally. In addition, any exercise of this power by the Trustees would be subject to their general fiduciary responsibilities to act in the best interests of all shareholders.

Where a shareholder vote is required to authorize an amendment of the Revised Declaration, approval requires the affirmative vote of at least a majority of shares voted, subject to applicable quorum requirements and applicable law. Under the Current Declarations, approval requires a vote of at least a majority of the outstanding shares entitled to vote on the matter. Obtaining the favorable vote of a majority of the outstanding shares can be difficult and expensive when shareholders do not return their proxies in sufficient numbers, even though a substantial majority of those shareholders voting have voted in favor of a proposal. These proposed changes are designed to enhance the ability of the Trustees to obtain shareholder approval of amendments to the declarations of trust provided that the current 30% quorum requirement is satisfied.

Other Changes

In addition to the changes described above, the Revised Declaration would result in numerous minor changes to many of the Current Declarations for the purposes of eliminating immaterial inconsistencies in language and clarifying potential ambiguities. None of these additional changes is considered to have a material impact on the rights and privileges of shareholders and, in many cases, the Trustees would have the power under the Current Declarations to implement such changes in any event without shareholder approval.

What is the voting requirement for approving the proposal?

All of the funds within a Trust will vote together on the Revised Declaration, as a single class. Approval of the Revised Declaration with respect to a Trust requires the vote of a majority of the shares of such Trust outstanding and entitled to vote. If the shareholders of a Trust fail to approve the Revised Declaration, the Current Declaration will remain in effect for that Trust. The table inAppendix Nincludes each Trust, and if applicable, its constituent series.

4. APPROVING AN AMENDMENT TO A FUNDAMENTAL INVESTMENT RESTRICTION WITH RESPECT TO INVESTMENTS IN COMMODITIES

Affected fund:Putnam Dynamic Asset Allocation Conservative Fund only

What is this proposal?

Under the 1940 Act, a fund’s investment policy relating to the purchase and sale of commodities must be fundamental, which means that it can be modified only by a vote of a majority of the fund’s outstanding voting securities. Commodities include physical commodities, such as gold and other metals, agricultural products, and oil, as well as certain financial instruments, such as futures contracts and related options.

Putnam Dynamic Asset Allocation Conservative Fund’s current fundamental investment restriction with respect to investments in commodities states that the fund may not:

Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments.

This restriction shall not prevent the fund from purchasing or selling financial instruments representing interests in commodities (or the values of which are determined by reference to commodities), but which do not involve the delivery of physical commodities to or by the fund, or from entering into financial futures contracts, options, foreign exchange contracts and other financial transactions.

Although the fund’s current restriction expressly permits investments in financial instruments whose values are determined by reference to physical commodities, it generally prohibits direct investment in physical commodities.

The proposed amended fundamental investment restriction would state that your fund may not:

Purchase or sell commodities, except as permitted by applicable law.

This proposal would permit your fund to obtain exposure to commodities, whether through direct investment in physical commodities or through related financial instruments, in the manner Putnam Management deems most efficient, as from time to time authorized by the Trustees.

What effect will amending the current restriction with respect to investments in commodities have on your fund?

Under the proposed fundamental investment restriction, the fund will be able to invest directly in gold and other physical commodities, as well as engage in a variety of transactions involving the use of commodity-linked investments, including commodity-based exchange-traded funds or notes (ETFs or ETNs) and commodity-linked notes, to the extent permitted by law and consistent with the fund’s investment objectives and policies.

Putnam Management believes that this added investment flexi-bility could assist your fund in achieving its investment objective, both because commodities and commodity-linked investments may offer the opportunity for attractive investment returns

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and because economic exposure to gold or other commodities through these investments may enhance the ability of the fund to diversify risks, particularly to the extent that the returns of commodities are not correlated with the returns of other asset classes in which the fund invests. The proposed fundamental investment restriction amendment would also align your fund’s investment restriction with the investment restriction of many other Putnam funds, which had the same amendment approved by shareholders in 2009.

The fund intends to continue to qualify for treatment as a regulated investment company (a “RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). If the fund qualifies as a RIC, the fund will generally not be subject to federal income tax on income and gains it distributes to its shareholders. In order to maintain its special status as a RIC, the fund must limit any “non-qualifying income” to a maximum of 10% of its annual gross income. Generally, the fund’s investments in commodity-linked derivatives or physical commodities will be limited by this requirement. Putnam Management presently has no specific intention to change the fund’s exposures to commodities or commodity-linked investments in response to the revision of the fund’s investment restriction, but this intention is subject to change based on Putnam Management’s assessment of both market conditions at any given time and those investments most likely to assist your fund in meeting its investment objective.

While commodities and commodity-linked investments offer significant potential benefits to the fund, investment in this asset class presents particular risks as well, as described in the fund’s prospectus. The values of commodities and commodity-linked investments may be highly volatile, and may be subject to a wide variety of risks relevant to particular physical commodities (such as the risks of drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments) to which the markets for other investments are not typically subject. Investments in physical commodities may also involve different custody arrangements and greater custody risks than other types of commodity-related investments. Putnam Management will take these risks into account in determining whether to invest directly in physical commodities.

What are the Trustees recommending?

The Trustees unanimously recommend that shareholders approve an amendment to the fund’s fundamental investment restriction with respect to investments in commodities.

What is the voting requirement for approving the proposal?

Approval of the proposed amendment to the fund’s fundamental investment restriction requires the affirmative vote of “a majority of the outstanding voting securities” of the fund, which is defined under the 1940 Act to bethe lesser of(a) more than 50% of the outstanding shares of the fund, or (b) 67% or more of the shares of the fund present (in person or by proxy) at themeeting if more than 50% of the outstanding shares of the fund are present at the meeting in person or by proxy.

5. APPROVING AN AMENDMENT TO A FUNDAMENTAL INVESTMENT POLICY REGARDING DIVERSIFICATION OF INVESTMENTS

Affected funds:

Putnam Global Consumer Fund
Putnam Global Financials Fund

What is this proposal?

The Trustees recommend that each affected fund adopt a fundamental investment policy to operate as a “non-diversified” fund.

Each affected fund is currently sub-classified as a “diversified” fund for purposes of Section 5(b)(1) of the 1940 Act. As a diver-sified fund, with respect to 75% of its total assets, no more than 5% of each fund’s total assets may be invested in the securities of any single issuer, and it may not hold more than 10% of the outstanding voting securities of any single issuer. With respect to the remaining 25% of its total assets, there is no limit on the percentage of assets each fund may invest in the securities of a single issuer or on the outstanding voting securities of an issuer that may be held by each fund. These 1940 Act limits do not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, or to securities issued by other investment companies. These limits apply only at the time a fund purchases a security. Each affected fund may exceed these limits if positions it already holds increase in value relative to the rest of the fund’s holdings.

The Trustees, subject to shareholder approval, have approved a change to each affected fund’s sub-classification under the 1940 Act from a “diversified” fund to a “non-diversified” fund under the 1940 Act. The Trustees and Putnam Management believe that changing each affected fund from a diversified fund to a non-diversified fund would give Putnam Investments more flexibility in implementing each fund’s investment strategies, in response to market or industry developments or to changes in Putnam Management’s views about issuers in the relevant sector. The proposed change would also conform the affected funds’ fundamental investment restriction to the standard restriction currently used by Putnam’s other global sector funds, which operate as non-diversified funds.

Each affected fund was originally organized and operated as a non-diversified fund pursuant to the following fundamental investment policy, which matches that of other global sector funds. The policy provides that the fund may not:

With respect to 50% of its total assets, invest in securities of any issuer if, immediately after such investment, more than 5% of the total assets of the fund (taken at current value) would be invested in the securities of such issuer; provided that this limitation does not apply to obligations issued or guaranteed as to interest or principal by the U.S. government or its agencies or instrumentalities or to securities issued by other investment companies.

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As discussed above, the affected funds are currently operating as diversified funds. Shareholder approval is required to permit each affected fund to once again operate as a non-diversified fund. If shareholders approve this Proposal, the fundamental investment policy with respect to diversification of investments would be restored and Putnam Management would have the flexibility to operate the affected funds as non-diversified, although it has no immediate plans to alter materially its management of the affected funds.

For each of the affected funds, the proposed change would allow the fund to operate as a non-diversified fund, able to invest more of its assets in the securities of fewer issuers than a diversified fund. The fund would be exposed to non-diversification risk, as its ability to invest more of its assets in the securities of fewer issuers would increase its vulnerability to factors affecting a single investment; therefore, the fund may be more exposed to the risks of loss and volatility than a fund that invests more broadly.

What are the Trustees recommending?

The Trustees unanimously recommend that shareholders approve an amendment to each affected fund’s fundamental investment policy with respect to diversification of investments. What is the voting requirement for approving the proposal?

Approval of this proposal requires the affirmative vote of a “majority of the outstanding voting securities” of the affected fund, which is defined under the 1940 act to bethe lesser of(1) more than 50% of the outstanding shares of the affected fund, or (2) 67% or more of the shares of the affected fund present at the meeting if more than 50% of the outstanding shares of the affected fund are present at the meeting in person or by proxy.

Further Information About Voting and the Special Meeting

Meeting Quorum and Methods of Tabulation.The shareholders of each fund vote separately with respect to approving a new management contract (Proposal 1). The shareholders of all of the series of a trust vote together as a single class with respect to the election of Trustees (Proposal 2) and approval of an Amended and Restated Declaration of Trust (Proposal 3). Shareholders of Putnam Dynamic Asset Allocation Conservative Fund vote separately with respect to approving an amendment to that fund’s fundamental investment restriction with respect to investments in commodities (Proposal 4), and shareholders of certain funds vote separately with respect to approving an amendment to those funds’ fundamental investment policies with respect to diversification of investments (Proposal 5). Shares of all classes of each fund vote together as a single class. Thirty percent of the shares entitled to vote constitutes a quorum for the transaction of business with respect to any proposal at the special meeting for all funds except Putnam High Income Securities Fund, Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust, Putnam Municipal Opportunities Trust and Putnam Premier Income Trust, for which a majority of the shares entitled to vote constitutes a quorum. Votes cast by proxy or in personat the special meeting will be counted by persons your fund appoints as tellers for the meeting. The tellers will count the total number of votes cast “for” approval of a proposal for purposes of determining whether sufficient affirmative votes have been cast. Shares represented by proxies that reflect abstentions and “broker non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the bene-ficial owners or the persons entitled to vote and (ii) the broker or nominee does not have the discretionary voting power on a particular matter) will be counted as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum.

The documents that authorize Putnam Fiduciary Trust Company or Putnam Investor Services, Inc. to act as Trustee for certain individual retirement accounts (including traditional, Roth and SEP IRAs, 403(b)(7) accounts and Coverdell Education Savings Accounts) provide that if an account owner does not submit voting instructions for his or her shares, Putnam Fiduciary Trust Company or Putnam Investor Services will vote such shares in the same proportions as other shareholders with similar accounts have submitted voting instructions for their shares. Shareholders should be aware that this practice, known as “echo-voting,” may have the effect of increasing the likelihood that a proposal will be acted upon (approved or disapproved) and that Putnam Fiduciary Trust Company or Putnam Investor Services, Inc., each of which is an affiliate of Putnam Management, may benefit indirectly from the approval of the proposed management contracts.

With respect to Proposals 2 and 3, neither abstentions nor broker non-votes have an effect on the outcome of the proposal. With respect to other proposals, abstentions and broker non-votes have the effect of votes against the proposal. For Proposals 1, 4, and 5, treating broker non-votes as negative votes may result in the proposal not being approved, even though the votes cast in favor would have been sufficient to approve the proposal if some or all of the broker non-votes had been withheld. In certain circumstances in which a fund has received sufficient votes to approve a matter being recommended for approval by the fund’s Trustees, the fund may request that brokers and nominees, in their discretion, withhold or withdraw submission of broker non-votes in order to avoid the need for solicitation of additional votes in favor of the proposal. A fund may also request that selected brokers and nominees, in their discretion, submit broker non-votes, if doing so is necessary to obtain a quorum.

Shareholders who object to any proposal in this Proxy Statement will not be entitled under Massachusetts law or the Agreement and Declaration of Trust of the particular Putnam fund to demand payment for, or an appraisal of, their shares.

Special Rule for Proportional Voting for Putnam Managed Municipal Income Trust and Putnam Municipal Opportunities Trust.For funds listed on the New York Stock Exchange that have outstanding preferred shares, in accordance with the rules of the exchange, brokerage firms may vote for (or against)

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a proposal, on behalf of their clients who beneficially own the remarketed or auction rate preferred shares and from whom they have not received voting instructions, in the same proportion as votes for (and against) such proposal have been received from holders of preferred shares if (i) the holders of a minimum of 30% of the outstanding preferred shares have been voted by the holders of preferred shares, (ii) the holders of less than 10% of the outstanding preferred shares have voted against such proposal, and (iii) the holders of the common shares have approved such proposal.

Other business.The Trustees know of no matters other than those described in this proxy statement to be brought before the special meeting. If, however, any other matters properly come before the special meeting, proxies will be voted on these matters in accordance with the judgment of the persons named in the enclosed proxy card(s).

Simultaneous meetings.The special meeting of shareholders of your fund is called to be held at the same time as the meetings of shareholders of certain of the other Putnam funds. It is anticipated that all special meetings will be held simultaneously.

If any shareholder at the special meeting objects to the holding of a simultaneous meeting and moves for an adjournment of the meeting to a time promptly after the simultaneous meetings, the persons named as proxies will vote in favor of adjournment.

Information for all Putnam fundsexceptfunds that are series of Putnam Variable Trust

Solicitation of proxies.In addition to soliciting proxies by mail, the Trustees of your fund and employees of Putnam Management and Putnam Investor Services, as well as their agents, may solicit proxies in person or by telephone. Your fund may arrange to have a proxy solicitation firm call you to record your voting instructions by telephone. The procedures for voting proxies by telephone are designed to authenticate shareholders’ identities, to allow them to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Shareholders would be called at the phone number Putnam Management or Putnam Investor Services has in its records for their accounts (or that Putnam Management or Putnam Investor Services obtains from agents acting on behalf of financial intermediaries, in the case of shares held in street name through a bank, broker or other financial intermediary) and would be given an opportunity to authenticate their identities and to authorize the proxies to vote their shares at the special meeting in accordance with their instructions. To ensure that shareholders’ instructions have been recorded correctly, they will also receive a confirmation of their instructions in the mail. A special toll-free number will be available in case the information contained in the confirmation is incorrect. Your fund has been advised by counsel that these procedures are consistent with the requirements of applicable law. If these procedures were subject to a successful legal challenge, such votes would not be counted at the special meeting. Your fund is unaware of any such challenge at this time.

Shareholders have the opportunity to submit their voting instructions over the Internet by using a program provided bya third-party vendor hired by Putnam Management or by automated telephone service. The giving of a proxy will not affect your right to vote in person should you decide to attend the special meeting. To vote online using the Internet, please access the Internet address listed on the proxy card and follow the instructions on the Internet site. To record your voting instructions using the automated telephone service, use the toll-free number listed on your proxy card. The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give their voting instructions, and to confirm that shareholders’ instructions have been recorded properly.

Shareholders voting over the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that must be borne by the shareholders.

Your fund’s Trustees have adopted a general policy of maintaining confidentiality in the voting of proxies. Consistent with this policy, your fund may solicit proxies from shareholders who have not voted their shares or who have abstained from voting, including brokers and nominees.

Revocation of proxies.Giving your proxy, whether by returning the proxy card(s) or providing voting instructions over the Internet or by telephone, does not affect your right to attend the special meeting and vote in person. Proxies, including proxies given by telephone or over the Internet, may be revoked at any time before they are voted either (i) by a written revocation received by the Clerk of your fund, (ii) by properly executing and submitting a later-dated proxy, (iii) by recording later-dated voting instructions by telephone or via the Internet, or (iv) by attending the special meeting and voting in person. If your shares are held in street name through a bank, broker or other financial intermediary, please check your voting instruction form or contact your bank, broker or other financial intermediary for instructions on how to change or revoke your vote.

Information for funds that are series of Putnam Variable Trust

Voting Process.With respect to funds that are series of Putnam Variable Trust only, as of the Record Date, certain insurance companies or funds of funds sold exclusively to insurance company separate accounts and other variable insurance products (each an “Insurance Company”) were shareholders of record of each fund that is a series of Putnam Variable Trust. Each Insurance Company will vote shares of the fund or funds held by it in accordance with voting instructions received from variable annuity contract and variable life insurance policy owners (collectively, the “Contract Owners”) for whose accounts the shares are held. Accordingly, with respect to funds that are series of Putnam Variable Trust, this proxy statement is also intended to be used by each Insurance Company in obtaining these voting instructions from Contract Owners. In the event that a Contract Owner gives no instructions, the relevant

26 

 



Insurance Company will vote the shares of the appropriate fund attributable to the Contract Owner in the same proportion as shares of that fund for which it has received instructions. One effect of this system of proportional voting is that, if only a small number of Contract Owners provide voting instructions, this small number of Contract Owners may determine the outcome of a vote for a fund.

Solicitation of proxies.In addition to soliciting proxies and voting instructions by mail, the Trustees of your fund and employees of Putnam Management, Putnam Investor Services, Inc., Putnam Retail Management and the Insurance Companies may solicit voting instructions from Contract Owners in person or by telephone. Your fund may arrange to have a proxy solicitation firm call you to record your voting instructions by telephone. The procedures for solicitation of proxies and voting instructions by telephone are designed to authenticate Contract Owners’ identities, to allow them to authorize the voting of their units in accordance with their instructions, and to confirm that their instructions have been properly recorded. Your fund has been advised by counsel that these procedures are consistent with the requirements of applicable law. Contract Owners would be called at the phone number Putnam Management has in its records for their accounts (or that Putnam Management obtains from the Insurance Companies) and would be given an opportunity to give their instructions. To ensure that the Contract Owners’ instructions have been recorded correctly, they will also receive a confirmation of their instructions in the mail. A special toll-free number will be available in case the information contained in the confirmation is incorrect. If these procedures were subject to a successful legal challenge, such votes would not be counted at the special meeting. Your fund is unaware of any such challenge at this time.

Contract Owner Instructions.Each Contract Owner is entitled to instruct his or her Insurance Company as to how to vote its shares and can do so by marking voting instructions on the ballot enclosed with this proxy statement and then signing, dating and mailing the ballot in the envelope provided. If a ballot is not marked to indicate voting instructions, but is signed, dated and returned, it will be treated as an instruction to vote the shares in accordance with the Trustees’ recommendations. Each Insurance Company will vote the shares for which it receives timely voting instructions from Contract Owners in accordance with those instructions and will vote those shares for which it receives no timely voting instructions for and against approval of a proposal, and as an abstention, in the same proportion as the shares for which it receives voting instructions. Shares attributable to accounts retained by each Insurance Company will be voted in the same proportion as votes cast by Contract Owners. Accordingly, there are not expected to be any “broker non-votes.” Contract Owners have the opportunity to submit their voting instructions via the Internet by utilizing a program provided by a third party vendor hired by Putnam Management orby automated telephone service. The giving of such voting instructions will not affect your right to vote in person should you decide to attend the special meeting. To use the Internet, please access the Internet address listed on the proxy card, and follow the instructions on the Internet site. To record your voting instructions via automated telephone service, use the toll-free number listed on your proxy card. The Internet and telephone voting procedures are designed to authenticate Contract Owners’ identities, to allow Contract Owners to give their voting instructions, and to confirm that their instructions have been recorded properly.

Contract Owners voting over the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that must be borne by the Contract Owners.

Your fund’s Trustees have adopted a general policy of maintaining confidentiality in the voting of proxies and the giving of voting instructions. Consistent with this policy, your fund may solicit proxies from Contract Owners who have not voted their shares or who have abstained from voting.

Revocation of instructions.Any Contract Owner giving instructions to an Insurance Company has the power to revoke such instructions by mail by providing superseding instructions. All properly executed instructions received in time for the special meeting will be voted as specified in the instructions.

Revocation of proxies.Proxies, including proxies given by telephone or over the Internet, may be revoked at any time before they are voted either (i) by a written revocation received by the Clerk of your fund, (ii) by properly executing a later-dated proxy, (iii) by recording later-dated voting instructions by telephone or via the Internet, or (iv) by attending the special meeting and voting in person.

Information for all Putnam funds other than Putnam High Income Securities Fund, Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust, Putnam Municipal Opportunities Trust and Putnam Premier Income Trust

Date for receipt of shareholders’ proposals for subsequent meetings of shareholders.

Your fund does not regularly hold an annual shareholder meeting, but may from time to time schedule a special meeting. Putnam Asia Pacific Equity Fund and Putnam International Value Fund last held a special meeting in 2011. Each other fund’s last special meeting was held in 2009. In accordance with the regulations of the Securities and Exchange Commission, in order to be eligible for inclusion in the fund’s proxy statement for a meeting, a shareholder or Contract Owner proposal must be received a reasonable time before the fund prints and mails its proxy statement.

As described in more detail earlier in this proxy statement, the Board Policy and Nominating Committee of the Board of

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Trustees, which consists only of Independent Trustees, will also consider nominees recommended by shareholders of the fund to serve as Trustees. A shareholder or Contract Owner must submit the names of any such nominees in writing to the fund, to the attention of the Clerk, at the address of the principal offices of the fund.

If a shareholder who wishes to present a proposal at a special shareholder meeting fails to notify the fund within a reasonable time before the fund mails its proxy statement, the persons named as proxies will have discretionary authority to vote on the shareholder’s proposal if it is properly brought before the meeting. If a shareholder makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent with the Securities and Exchange Commission’s proxy rules. All shareholder proposals must also comply with other requirements of the Security and Exchange Commission’s rules and the fund’s Agreement and Declaration of Trust and Bylaws.

Expense of the solicitation.Persons holding shares as nominees will, upon request, be reimbursed for their reasonable expenses in soliciting instructions from their principal. The Putnam funds have retained [[ ]], to aid in the solicitation of instructions for registered and nominee accounts. [[Vendor’s]] fee (estimated to be approximately $[[ ]]), as well as other expenses of the preparation of proxy statements and related materials, including printing, delivery and solicitation costs, are being borne by Putnam Investments and the funds.

Information for Putnam High Income Securities Fund, Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust and Putnam Premier Income Trust

Date for receipt of shareholders’ proposals for subsequent meetings of shareholders.It is currently anticipated that your fund’s next annual meeting of shareholders will be held on April 25, 2014, although the Trustees of your fund reserve the right to set an earlier or later date for the annual meeting for the 2013-2014 fiscal year. Shareholder proposals to be included in the proxy statement for that meeting must be received by your fund on or before January 31, 2014. In order for a shareholder proposal to be included in the proxy statement, both the submitting shareholder and the proposal itself must satisfy the requirements set forth in Rule 14a-8 under the Exchange Act. Shareholders who wish to make a proposal at the annual meeting for the 2013-2014 fiscal year — other than one that will be included in the fund’s proxy materials — should notify the fund no later than January 31, 2014. The fund may exclude from the proxy materials and consideration at a meeting certain proposals as permitted by Securities and Exchange Commission rules and state law. Shareholders who wish to propose one or more nominees for election as Trustees, or to make a proposal fixing the number of Trustees, at the annual meeting for the 2013–2014 fiscal year must provide written notice to the fund (including all required information) so that such notice is received in good order by the fund no later than February 3, 2014.

Information for Putnam Municipal Opportunities Trust

Date for receipt of shareholders’ proposals for subsequent meeting of shareholders.It is currently anticipated that your fund’s next annual meeting of shareholders will be held on April 25, 2014, although the Trustees of your fund reserve the right to set an earlier or later date for the annual meeting for the 2013-2014 fiscal year. Shareholder proposals to be included in the proxy statement for that meeting must have been received by the fund on or before November 20, 2013, as was indicated in the proxy statement for the fund’s April 2013 annual meeting. In order for a shareholder proposal to be included in the proxy statement, both the submitting shareholder and the proposal itself must satisfy the requirements set forth in Rule 14a-8 under the Exchange Act. Shareholders who wish to make a proposal at the annual meeting for the 2013-2014 fiscal year — other than one that will be included in the fund’s proxy materials — should notify the fund no later than February 3, 2014, as was indicated in the proxy statement for the fund’s April 2013 annual meeting. The fund may exclude from the proxy materials and consideration at a meeting certain proposals as permitted by Securities and Exchange Commission rules and state law. Shareholders who wish to propose one or more nominees for election as Trustees, or to make a proposal fixing the number of Trustees, at the annual meeting for the 2013–2014 fiscal year must provide written notice to the fund (including all required information) so that such notice is received in good order by the fund no earlier than January 25, 2014 and no later than February 24, 2014, as was indicated in the proxy statement for the fund’s April 2013 annual meeting.

Information for all Putnam funds

Adjournment.To the extent permitted by each fund’s Declaration of Trust and Bylaws, any meeting of shareholders may, by action of the chair of the meeting, be adjourned without further notice with respect to one or more matters to be considered at such meeting to a designated 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 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 to be adjourned, to the extent permitted by each fund’s Declaration of Trust and Bylaws. If the quorum required for the special meeting has not been met, the persons named as proxies intend to propose adjournment of the meeting and to vote all shares that they are entitled to vote in favor of such adjournment. If the quorum required for the special meeting has been met, but sufficient votes in favor of one or more of Proposals 1, 3, 4, and 5 are not received by the time scheduled for the meeting, the persons named as proxies may also propose adjournment of the meeting with respect to any or all proposals in order to permit solicitation of additional proxies. The persons named as proxies will vote in favor of adjournment those proxies

28 

 



that they are entitled to vote in favor of a proposal. They will vote against adjournment those proxies required to be voted against a proposal. Unless a proxy is otherwise limited in this regard, any shares present and entitled to vote at a meeting that are represented by broker non-votes, may, at the discretion of the proxies named therein, be voted in favor of such an adjournment. Adjournments of the special meeting may be proposed for a period or periods of not more than 60 days in the aggregate to permit further solicitation of proxies. Putnam Investments and the funds will share equally the costs of any additional solicitation and of any adjourned session. Any proposal for which sufficient favorable votes have been received may be acted upon and considered final regardless of whether the special meeting is adjourned to permit additional solicitation with respect to any other proposal that may properly come before the meeting.

Duplicate mailings.As permitted by Securities and Exchange Commission rules, Putnam Management’s policy is to send a single copy of the proxy statement to shareholders who share the same last name and address, unless a shareholder previously has requested otherwise. Separate proxy cards will be included with the proxy statement for each account registered at that address. If you would prefer to receive your own copy of the proxy statement, please contact Putnam Investor Services by phone at 1-800-225-1581 or by mail at P.O. Box 8383, Boston, MA 02266-8383.

Financial information. Your fund’s Clerk will furnish to you, upon request and without charge, a copy of the fund’s annual report for its most recent fiscal year, and a copy of its semi-annual report for any subsequent semiannual period. You may direct these requests to Putnam Investor Services, P.O. Box 8383, Boston, MA 02266-8383 or by phone at 1-800-225-1581. You may also access copies of these reports by visiting Putnam’s website at putnam.com/individual.

Fund Information

Putnam Investments.Putnam Management is an indirect wholly-owned subsidiary of Putnam Investments. Great-West Lifeco Inc., a financial services holding company with operations in Canada, the United States and Europe and a member of the Power Financial Corporation group of companies, owns a majority interest in Putnam Investments through a series of subsidiaries. Power Financial Corporation, a diversified management and holding company with direct and indirect interests in the financial services sector in Canada, the United States and Europe, is a subsidiary of Power Corporation of Canada, a diversified international management and holding company with interests in companies in the financial services, communications and other business sectors. The Desmarais Family Residuary Trust, a trust established pursuant to the Last Will and Testament of The Honourable Paul G. Desmarais, directly and indirectly controls a majority of the voting shares of Power Corporation of Canada.

The address of each of Putnam Investments and Putnam Management is One Post Office Square, Boston, Massachusetts 02109. The address of The Desmarais Family Residuary Trust is 759 Victoria Square, Montreal, Quebec H2Y 2J7. The address of Power Corporation of Canada, and Power Financial Corporation is 751 Victoria Square, Montreal, Quebec H2Y 2J3. The address of Great-West Lifeco Inc. is 100 Osborne Street North, Winnipeg, Manitoba, R3C 3A5. Robert L. Reynolds is the President and Chief Executive Officer of Putnam Investments. His address is One Post Office Square, Boston, MA 02109.

Putnam Management provides investment advisory services to other funds that may have investment objectives and policies similar to those of your fund. The table inAppendix Jidentifies these other funds and states their net assets and their current management fee schedules.

Putnam Investments Limited.Putnam Investments Limited, which has been retained by Putnam Management as investment sub-manager with respect to a portion of the assets of certain funds, is owned by The Putnam Advisory Company, LLC, which is a registered investment adviser owned indirectly by Putnam Investments. The directors of Putnam Investments Limited, listed along with their principal business occupations at Putnam Investments, are Simon Davis, Co-Head of International Equities, Alan G. McCormack, Head of Quantitative Equities and Risk, Joseph T. Phoenix, Head of Global Institutional Management, and Clare Richer, Chief Financial Officer. The address of Putnam Investments Limited, Alan G. McCormack and Simon Davis is Cassini House, 57-59 St. James’s Street, London, England SW1A 1LD. The address of The Putnam Advisory Company, LLC and of Joseph T. Phoenix and Clare Richer is One Post Office Square, Boston, Massachusetts 02109.

The Putnam Advisory Company, LLC.The Putnam Advisory Company, LLC, which has also been retained by Putnam Management to serve as sub-adviser for a portion of the assets of certain funds, is owned by Putnam Investments through a series of wholly-owned subsidiaries. The address of The Putnam Advisory Company, LLC is One Post Office Square, Boston, Massachusetts 02109.

Putnam Retail Management.Putnam Retail Management, the principal underwriter for the open-end Putnam funds, is a limited partnership whose general partner (and minority owner) is Putnam Retail Management GP, Inc. and whose limited partner and majority owner is Putnam U.S. Holdings I, LLC, which is also the sole owner of Putnam Retail Management GP, Inc. and an indirect wholly-owned subsidiary of Putnam Investments. The address of each of Putnam Retail Management, Putnam Retail Management GP, Inc. and Putnam U.S. Holdings I, LLC is One Post Office Square, Boston, Massachusetts 02109.

Putnam Investor Services, Inc.Putnam Investor Services, Inc. serves as your fund’s investor servicing agent. Putnam Investor Services, Inc. is an indirect wholly-owned subsidiary of Putnam Investments. The address of Putnam Investor Services, Inc. is One Post Office Square, Boston, Massachusetts 02109.

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Payments to Putnam Management or its affiliates. Appendix Kshows amounts paid to Putnam Management or its affiliates during each fund’s most recent fiscal year ended prior to October 1, 2013 for the services noted. The funds made no other material payments to Putnam Management or its affiliates during the periods shown.

Limitation of Trustee liability.Your fund’s Declaration of Trust provides that the fund will indemnify its Trustees and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the fund, except if it is determined in the manner specified in the Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the fund or that such indemnification would relieve any officer or Trustee of any liability to the fund or its shareholders arising by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. Your fund, at its expense, provides liability insurance for the benefit of its Trustees and officers.

Officers and other information.All of the officers of your fund are employees of Putnam Management or its affiliates or serve on the staff of the Office of the Trustees. Because of his positions with Putnam Management or its affiliates, Mr. Reynolds, as well as the other affiliated officers of your fund, will benefit indirectly from the management fees and investor servicing fees paid or allowed by your fund. In addition to Mr. Reynolds, the other officers of your fund are as follows:

Name, Address1, Year of Length of Service  
Birth, Position(s) Held with the Principal Occupations 
with Fund Putnam funds2 During Past 5 Years3 

Jonathan S. Horwitz4 Since 2004 Executive Vice President, 
(Born 1955)*  Principal Executive Officer, 
Executive Vice President,  and Compliance Liaison, 
Principal Executive Officer  The Putnam Funds 
and Compliance Liaison   

Steven D. Krichmar Since 2002 Chief of Operations, 
(Born 1958)  Putnam Investments and 
Vice President and  Putnam Management 
Principal Financial Officer   

Robert T. Burns Since 2011 General Counsel, Putnam 
(Born 1961)  Investments, Putnam 
Vice President and Chief  Management, and Putnam 
Legal Officer  Retail Management 

Robert R. Leveille Since 2007 Chief Compliance Officer, 
(Born 1969)  Putnam Investments, 
Vice President and Chief  Putnam Management, 
Compliance Officer  and Putnam Retail 
  Management 

Michael J. Higgins4 Since 2010 Manager of Finance, 
(Born 1976)*  Dunkin’ Brands (2008– 
Vice President, Treasurer,  2010); Senior Financial 
and Clerk  Analyst, Old Mutual Asset 
  Management (2007–2008) 

Janet C. Smith Since 2007 Director of Fund 
(Born 1965)  Administration Services, 
Vice President, Principal  Putnam Investments and 
Accounting Officer and  Putnam Management 
Assistant Treasurer   

Susan G. Malloy Since 2007 Director of Accounting and 
(Born 1957)  Control Services, Putnam 
Vice President and  Investments and Putnam 
Assistant Treasurer  Management 

James P. Pappas Since 2004 Director of Trustee 
(Born 1953)  Relations, Putnam 
Vice President  Investments and Putnam 
  Management 

Mark C. Trenchard Since 2002 Director of Operational 
(Born 1962)  Compliance, Putnam 
Vice President and BSA  Investments and Putnam 
Compliance Officer  Retail Management 

Nancy E. Florek4 Since 2000 Vice President, Director 
(Born 1957)*  of Proxy Voting and 
Vice President, Director  Corporate Governance, 
of Proxy Voting and  Assistant Clerk, and 
Corporate Governance,  Associate Treasurer, The 
Assistant Clerk, and  Putnam Funds 
Associate Treasurer   

* Officers of each fund who are members of the Trustees’ independent administrative staff. Compensation for these individuals is fixed by the Trustees and reimbursed to Putnam Management.

5% Beneficial Ownership.As of September 30, 2013, to the knowledge of the funds, no person other than those listed onAppendix Lowned beneficially or of record 5% or more of any class of shares of any Putnam fund.

1 The address of each officer is One Post Office Square, Boston, MA 02109

2 Each officer serves an indefinite term, until his or her resignation, retirement, death or removal

3 Prior positions and/or officer appointments with the fund or the fund’s investment adviser have been omitted.

4 Officers of the fund who are members of the Trustees’ independent administrative staff. Compensation for these individuals is fixed by the Trustees and reimbursed to Putnam Management by the Fund.

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Appendix A — Number of Shares Outstanding as of the Record Date

 Putnam Absolute Return Putnam Absolute Return Putnam Absolute Return Putnam Absolute Return Putnam American 
 100 Fund 300 Fund 500 Fund 700 Fund Government Income Fund 

Class A 2,441,289.24 6,376,771.13 7,977,540.85 5,157,420.45 68,015,107.89 

Class B 141,762.78 420,790.32 892,098.85 461,160.50 2,036,209.93 

Class C 1,227,893.48 2,968,058.77 2,540,027.84 1,839,144.24 1,126,889.65 

Class M 27,297.05 95,708.04 134,381.52 122,665.67 245,252.68 

Class R 1,180.28 8,575.42 10,136.56 6,433.95 71,225.89 

Class Y 1,586,197.39 3,071,040.21 1,960,011.30 1,719,440.18 846,881.68 

 Putnam AMT-Free Putnam Arizona Tax Putnam Asia Pacific Putnam Asset Allocation: Putnam Asset Allocation: 
 Municipal Fund Exempt Income Fund Equity Fund Balanced Portfolio Conservative Portfolio 

Class A 22,454,768.96 7,086,505.79 540,864.97 95,421,517.82 42,883,286.22 

Class B 1,002,396.04 350,785.63 9,220.00 13,795,600.39 4,458,001.62 

Class C 1,387,445.97 158,340.60 2,050.06 10,391,816.28 4,767,212.77 

Class M 86,379.06 133,049.17 1,187.97 2,233,090.12 1,039,504.39 

Class R — — 1,000.00 688,108.58 256,659.05 

Class Y 319,993.16 149,216.71 21,386.48 30,255,886.12 64,795,832.39 

 Putnam Asset Allocation: Putnam Asset Allocation: Putnam California Tax Putnam Capital Putnam Capital 
 Equity Portfolio Growth Portfolio Exempt Income Fund Opportunities Fund Spectrum Fund 

Class A 1,276.65 103,809,940.21 209,280,358.18 23,980,414.07 924,400.93 

Class B — 18,957,296.27 3,897,016.24 5,095,953.37 24,124.19 

Class C — 12,778,357.56 5,376,037.49 1,453,134.72 65,689.24 

Class M — 2,784,387.18 491,239.76 633,627.41 1,451.08 

Class R — 899,534.41 — 288,480.30 666.67 

Class Y 3,167,109.14 26,391,900.11 2,276,197.10 1,962,729.02 954,424.49 

 Putnam Convertible Putnam Diversified Putnam Emerging Putnam Equity Putnam Equity 
 Income-Growth Trust Income Trust Markets Equity Fund Income Fund Spectrum Fund 

Class A 29,195,092.58 160,345,983.05 1,489,093.28 173,091,118.97 581,090.86 

Class B 933,182.01 10,646,451.93 183,424.87 15,093,251.91 28,039.50 

Class C 3,512,159.83 32,100,800.76 34,937.26 5,305,307.38 27,336.47 

Class M 298,453.28 59,049,073.98 27,147.44 2,560,893.11 1,456.53 

Class R 166,217.81 391,009.58 1,000.00 1,023,816.11 666.67 

Class Y 4,256,132.23 35,837,549.24 176,536.08 24,707,911.51 127,353.13 

 Putnam Europe Putnam Floating Rate The Putnam Fund for The George Putnam Fund Putnam Global 
 Equity Fund Income Fund Growth and Income of Boston Consumer Fund 

Class A 10,957,553.86 19,083,981.99 423,778,844.81 112,205,071.75 325,309.85 

Class B 658,680.27 1,057,724.20 22,206,731.23 8,393,751.14 4,115.41 

Class C 148,768.66 6,915,994.07 3,443,733.04 2,293,735.41 3,930.11 

Class M 266,664.66 321,023.85 3,670,294.25 8,081,479.38 2,480.99 

Class R 6,729.26 20,585.47 324,127.48 148,736.67 1,000.90 

Class Y 584,925.70 13,025,560.39 7,142,552.85 10,128,025.58 26,923.77 

 Putnam Global Putnam Global Putnam Global Putnam Global Health Putnam Global 
 Energy Fund Equity Fund Financials Fund Care Fund Income Trust 

Class A 454,728.64 108,866,232.79 517,416.11 24,865,629.05 7,940,959.73 

Class B 22,145.82 7,477,847.75 16,640.85 2,008,854.90 630,325.33 

Class C 13,017.42 1,994,239.39 17,139.23 534,053.44 306,525.46 

Class M 5,680.09 1,939,463.76 1,586.89 309,568.40 1,492,843.73 

Class R 1,000.20 195,725.86 1,000.70 39,119.99 44,891.49 

Class Y 21,352.14 2,772,553.73 42,228.86 400,020.39 345,750.97 

 

A-1 

 



 Putnam Global Putnam Global Natural Putnam Global Putnam Global Putnam Global 
 Industrials Fund Resources Fund Technology Fund Telecommunications Fund Utilities Fund 

Class A 319,944.75 19,113,901.74 410,407.52 302,539.28 28,112,165.34 

Class B 3,903.22 2,046,104.59 12,556.50 2,034.39 1,283,315.76 

Class C 1,756.20 915,261.84 4,883.61 1,002.78 370,438.22 

Class M 1,002.07 350,225.49 3,423.57 1,000.00 181,987.06 

Class R 1,002.16 585,825.10 1,000.00 1,000.00 109,433.74 

Class Y 12,258.07 656,390.58 22,955.51 9,220.13 353,938.35 

 Putnam Growth Putnam High Yield   Putnam Income 
 Opportunities Fund Advantage Fund Putnam High Yield Trust Putnam Income Fund Strategies Fund 

Class A 20,713,194.77 83,172,360.74 160,452,092.18 96,280,904.74 1,370,743.75 

Class B 3,228,236.17 1,652,197.71 9,845,328.68 7,274,441.24 110,211.00 

Class C 1,055,082.13 1,562,260.70 5,270,961.17 5,227,604.30 303,987.20 

Class M 386,501.20 33,755,967.14 2,587,732.76 30,071,243.49 46,717.47 

Class R 15,360.31 728,966.96 343,587.27 347,900.88 117.07 

Class Y 450,767.47 9,365,964.65 6,407,080.39 30,558,704.19 2,767,856.54 

 Putnam International Putnam International Putnam International Putnam International New  
 Capital Opportunities Fund Equity Fund Growth and Income Fund Opportunities Fund Putnam Investors Fund 

Class A 30,545,765.00 82,611,326.17 34,147,949.39 25,897,452.11 125,093,062.42 

Class B 2,570,337.78 8,165,953.98 3,417,998.84 1,922,067.94 12,272,326.87 

Class C 2,201,155.65 5,972,279.38 1,611,291.07 719,049.42 3,638,366.53 

Class M 385,631.75 1,879,711.51 697,637.17 689,681.95 2,191,473.75 

Class R 1,990,186.95 289,562.44 262,354.56 115,213.38 133,481.44 

Class Y 3,663,438.49 8,007,506.68 3,956,919.18 1,984,015.51 9,046,220.79 

 Putnam Massachusetts Putnam Michigan Tax Putnam Mid Cap Putnam Minnesota Tax Putnam Money 
 Tax Exempt Income Fund Exempt Income Fund Value Fund Exempt Income Fund Market Fund 

Class A 26,107,136.80 9,281,805.84 50,785,937.19 9,015,087.92 2,547,401,446.87 

Class B 1,675,822.93 433,937.23 2,951,345.47 705,076.00 69,768,030.48 

Class C 1,528,960.41 31,985.44 1,657,297.07 365,569.83 28,041,998.06 

Class M 407,196.79 78,197.89 517,058.00 71,099.16 47,190,115.94 

Class R — — 803,907.76 — 11,907,710.91 

Class T — — — — 29,000,297.99 

Class Y 1,075,602.31 19,406.20 4,088,970.60 56,457.39 — 

 Putnam Money Market Putnam New Jersey Tax Putnam New Putnam New York Tax Putnam Ohio Tax Exempt 
 Liquidity Fund Exempt Income Fund Opportunities Fund Exempt Income Fund Income Fund 

Class A — 20,577,091.11 52,367,631.48 124,997,330.70 15,639,854.15 

Class B — 2,027,890.87 4,667,366.40 2,968,946.89 627,679.94 

Class C — 1,943,695.97 867,188.80 3,980,959.60 669,897.29 

Class M — 261,529.05 1,124,213.27 223,757.06 121,242.61 

Class P 2,472,523,576.00 — — — — 

Class R — — 59,488.11 — — 

Class Y — 419,841.04 6,833,758.04 351,160.42 178,816.64 

 Putnam Pennsylvania Tax  Putnam RetirementReady Putnam RetirementReady Putnam RetirementReady 
 Exempt Income Fund Putnam Research Fund 2010 Fund 2015 Fund 2020 Fund 

Class A 17,316,086.63 15,468,115.70 1,137,546.10 3,067,660.06 2,488,778.66 

Class B 1,375,560.11 2,456,219.18 13,190.43 34,790.34 51,665.61 

Class C 1,309,685.47 989,020.61 22,292.74 28,595.43 27,709.65 

Class M 280,015.43 379,958.85 4,371.70 21,233.81 15,637.19 

Class R — 9,088.34 31,932.15 57,616.89 33,696.85 

Class Y 208,497.55 325,780.02 248,046.50 400,914.47 561,773.16 

 

A-2 

 



 Putnam RetirementReady Putnam RetirementReady Putnam RetirementReady Putnam RetirementReady Putnam RetirementReady 
 2025 Fund 2030 Fund 2035 Fund 2040 Fund 2045 Fund 

Class A 2,304,460.10 2,042,039.35 1,508,091.06 1,011,173.94 772,053.76 

Class B 56,865.58 52,133.72 31,213.54 16,627.48 11,125.83 

Class C 14,859.86 11,177.07 9,899.02 2,986.29 1,345.46 

Class M 8,245.80 47,405.22 4,463.06 1,119.26 369.07 

Class R 81,143.57 45,924.75 47,896.89 46,066.85 27,242.35 

Class Y 774,114.54 707,957.85 651,264.23 444,747.65 292,789.53 

 Putnam RetirementReady Putnam RetirementReady Putnam Small Cap Putnam Small Cap Putnam Tax Exempt 
 2050 Fund Maturity Fund Growth Fund Value Fund Income Fund 

Class A 421,383.55 723,299.90 8,859,737.34 20,845,017.62 133,277,512.45 

Class B 11,228.54 2,811.00 656,889.58 966,362.32 2,083,198.37 

Class C 4,162.96 6,690.64 540,195.24 1,512,156.33 2,807,652.29 

Class M 3,548.68 25,852.33 100,260.44 207,894.66 663,089.34 

Class R 23,736.06 5,363.08 433,106.83 22,465.08 — 

Class Y 162,319.75 214,657.76 619,338.15 2,471,260.78 589,312.79 

 Putnam Tax Exempt Money Putnam Tax-Free High Putnam U.S. Government   
 Market Fund Yield Fund Income Trust Putnam Vista Fund Putnam Voyager Fund 

Class A 65,331,183.00 77,657,120.31 77,696,934.97 110,923,420.11 160,944,731.64 

Class B — 3,026,226.80 4,862,528.25 11,030,713.90 14,822,958.18 

Class C — 2,032,357.56 3,633,723.11 2,557,020.11 2,504,717.94 

Class M — 750,858.97 1,943,242.41 2,001,629.23 1,642,639.04 

Class R — — 267,629.56 288,411.92 132,143.77 

Class Y — 420,528.87 1,000,928.54 6,761,068.57 7,173,555.78 

 Putnam VT American Putnam VT Capital Putnam VT Diversified Putnam VT Equity Putnam VT The George 
 Government Income Fund Opportunities Fund Income Fund Income Fund Putnam Fund of Boston 

Class IA 7,606,269.42 981,891.11 21,566,462.63 16,860,691.01 15,654,047.26 

Class IB 4,755,961.00 1,200,414.07 40,136,829.95 17,729,792.06 18,533,149.81 

 Putnam VT Global Asset Putnam VT Global Putnam VT Global Putnam VT Global Putnam VT Growth 
 Allocation Fund Equity Fund Health Care Fund Utilities Fund and Income Fund 

Class IA 12,158,943.56 22,684,036.05 4,668,462.74 12,015,306.17 86,444,462.67 

Class IB 5,482,668.99 3,382,207.22 7,253,262.39 2,264,366.85 21,733,158.10 

 Putnam VT Growth   Putnam VT International Putnam VT International 
 Opportunities Fund Putnam VT High Yield Fund Putnam VT Income Fund Equity Fund Growth and Income Fund 

Class IA 2,571,055.76 48,896,096.17 22,930,353.83 16,195,705.21 14,425,140.43 

Class IB 3,472,210.16 18,304,940.73 16,928,359.03 41,235,161.02 6,988,438.28 

 Putnam VT International  Putnam VT Mid Cap Putnam VT Money Putnam VT New 
 New Opportunities Fund Putnam VT Investors Fund Value Fund Market Fund Opportunities Fund 

Class IA 3,741,110.84 10,951,219.95 2,541,266.66 202,024,444.50 30,237,398.10 

Class IB 1,838,998.92 22,172,997.60 1,383,088.97 179,311,894.61 4,811,769.44 

  Putnam VT Small Cap    
 Putnam VT Research Fund Value Fund Putnam VT Vista Fund Putnam VT Voyager Fund  

 
Class IA 2,746,716.62 6,267,411.95 7,649,143.06 25,286,054.07  

 
Class IB 4,455,818.95 19,159,340.19 10,268,447.90 8,016,910.28  

 

 

A-3 

 



Appendix B — Forms of Proposed Management Contract

For the following funds only: Putnam Pennsylvania Tax Exempt Income Fund 
Putnam American Government Income Fund Putnam Research Fund 
Putnam AMT-Free Municipal Fund Putnam RetirementReady 2055 Fund 
Putnam Arizona Tax Exempt Income Fund Putnam RetirementReady 2050 Fund 
Putnam California Tax Exempt Income Fund Putnam RetirementReady 2045 Fund 
Putnam Capital Opportunities Fund Putnam RetirementReady 2040 Fund 
Putnam Convertible Securities Fund Putnam RetirementReady 2035 Fund 
Putnam Diversified Income Trust Putnam RetirementReady 2030 Fund 
Putnam Dynamic Asset Allocation Balanced Fund Putnam RetirementReady 2025 Fund 
Putnam Dynamic Asset Allocation Conservative Fund Putnam RetirementReady 2020 Fund 
Putnam Dynamic Asset Allocation Equity Fund Putnam RetirementReady 2015 Fund 
Putnam Dynamic Asset Allocation Growth Fund Putnam Retirement Income Fund Lifestyle 1 
Putnam Dynamic Risk Allocation Fund Putnam Retirement Income Fund Lifestyle 2 
Putnam Equity Income Fund Putnam Retirement Income Fund Lifestyle 3 
Putnam Emerging Markets Income Fund Putnam Short Duration Income Fund 
Putnam Floating Rate Income Fund Putnam Short Term Investment Fund 
The George Putnam Fund of Boston Putnam Short-Term Municipal Income Fund 
(d/b/a George Putnam Balanced Fund) Putnam Small Cap Value Fund 
Putnam Global Consumer Fund Putnam Tax Exempt Income Fund 
Putnam Global Energy Fund Putnam Tax Exempt Money Market Fund 
Putnam Global Financials Fund Putnam Tax-Free High Yield Fund 
Putnam Global Health Care Fund Putnam U.S. Government Income Trust 
Putnam Global Income Trust Putnam VT Absolute Return 500 Fund 
Putnam Global Industrials Fund Putnam VT American Government Income Fund 
Putnam Global Natural Resources Fund Putnam VT Capital Opportunities Fund 
Putnam Global Sector Fund Putnam VT Diversified Income Fund 
Putnam Global Technology Fund Putnam VT Equity Income Fund 
Putnam Global Telecommunications Fund Putnam VT George Putnam Balanced Fund 
Putnam Global Utilities Fund Putnam VT Global Asset Allocation Fund 
The Putnam Fund for Growth and Income Putnam VT Global Equity Fund 
Putnam High Yield Advantage Fund Putnam VT Global Health Care Fund 
Putnam High Yield Trust Putnam VT Global Utilities Fund 
Putnam Income Fund Putnam VT Growth and Income Fund 
Putnam Intermediate-Term Municipal Income Fund Putnam VT Growth Opportunities Fund 
Putnam Investors Fund Putnam VT High Yield Fund 
Putnam Low Volatility Equity Fund Putnam VT Income Fund 
Putnam Massachusetts Tax Exempt Income Fund Putnam VT International Equity Fund 
Putnam Michigan Tax Exempt Income Fund Putnam VT International Growth Fund 
Putnam Minnesota Tax Exempt Income Fund Putnam VT International Value Fund 
Putnam Money Market Fund Putnam VT Investors Fund 
Putnam Money Market Liquidity Fund Putnam VT Money Market Fund 
Putnam Multi-Cap Core Fund Putnam VT Multi-Cap Growth Fund 
Putnam Multi-Cap Value Fund Putnam VT Multi-Cap Value Fund 
Putnam New Jersey Tax Exempt Income Fund Putnam VT Research Fund 
Putnam New York Tax Exempt Income Fund Putnam VT Small Cap Value Fund 
Putnam Ohio Tax Exempt Income Fund Putnam VT Voyager Fund 

 

FORM OF PROPOSED MANAGEMENT CONTRACT

This Management Contract is dated as of February 27, 2014 between [NAME OF FUND], a Massachusetts business trust(the “Fund”), and PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”).

B-1 

 



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 onSchedule Ato 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, thereputation, 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

B-2 

 



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.

3. COMPENSATION TO BE PAID BY THE FUND TOTHE 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 fee, based on the Fund’s Average Net Assets, computed and paid monthly at the annual rate(s) set forth onSchedule Battached 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 month while this Contract is in effect, except as is otherwise specified onSchedule B. [The fee is payable for each month within 15 days after the close of the month.]1

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; AMENDMENTSOF THIS CONTRACT.

This Contract will automatically terminate, without the payment of any penalty, in the event of its assignment, provided thatno 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, 2014, 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.

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

1 For each series of Putnam RetirementReady Funds only, the fee is payable for each month within 30 days after the close of the month.

B-3 

 



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.

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.

IN WITNESS WHEREOF, [NAME OF FUND] 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.

[NAME OF FUND] 
 
 
By:  

 
 
 
 
PUTNAM INVESTMENT MANAGEMENT, LLC 
 
 
 
By: 

 
 

 

Schedule A

[LIST OF FUNDS]

Schedule B

[FEE SCHEDULE: SeeAppendix Dto this proxy statement for each fund’s detailed fee information. The management fee for each fund under the proposed new management contract is identical to that for each fund under the fund’s previous management contract.]

For the following funds only:
Putnam Absolute Return 500 Fund
Putnam Absolute Return 700 Fund
Putnam Asia Pacific Equity Fund
Putnam Capital Spectrum Fund
Putnam Emerging Markets Equity Fund
Putnam Equity Spectrum Fund
Putnam Europe Equity Fund
Putnam Global Dividend Fund
Putnam Global Equity Fund
Putnam Growth Opportunities Fund
Putnam International Capital Opportunities Fund
Putnam International Equity Fund
Putnam International Growth Fund
Putnam International Value Fund
Putnam Multi-Cap Growth Fund
Putnam Small Cap Growth Fund
Putnam Strategic Volatility Equity Fund
Putnam Voyager Fund

FORM OF PROPOSED MANAGEMENT CONTRACT

This Management Contract is dated as of February 27, 2014 between [NAME OF FUND], 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 onSchedule Ato 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-4 

 



(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.

3. COMPENSATION TO BE PAID BY THE FUND TOTHE 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 onSchedule Battached to this Contract, as from time to time amended, subject to adjustment as set forth onSchedule Cattached 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

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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; AMENDMENTSOF 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, 2014, 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.

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.

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.

IN WITNESS WHEREOF, [NAME OF FUND] 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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[NAME OF FUND] 
  
  
  
By: 

 
  
  
  
PUTNAM INVESTMENT MANAGEMENT, LLC 
 
 
 
By: 

 

 

Schedule A

[LIST OF FUNDS]

Schedule B

[FEE SCHEDULE: SeeAppendix Dto this proxy statement for each fund’s detailed fee information. The management fee for each fund under the proposed new management contract is identical to that for each fund under the fund’s previous management contract.]

Schedule C

PUTNAM ABSOLUTE RETURN 500 FUND, PUTNAM ABSOLUTE RETURN 700 FUND, PUTNAM CAPITAL SPECTRUM FUND, PUTNAM EQUITY SPECTRUM FUND, PUTNAM GLOBAL DIVIDEND 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 withSchedule Bwill 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 ASIA PACIFIC EQUITY FUND, PUTNAM EMERGING MARKETS EQUITY FUND, PUTNAM EUROPE EQUITY FUND, PUTNAM GLOBAL EQUITY FUND, PUTNAM GROWTH OPPORTUNITIES FUND, PUTNAM INTERNATIONAL CAPITAL OPPORTUNITIES FUND, PUTNAM INTERNATIONAL EQUITY FUND, PUTNAM INTERNATIONAL GROWTH FUND, PUTNAM INTERNATIONAL VALUE FUND, PUTNAM MULTI-CAP GROWTH FUND, PUTNAM SMALL CAP GROWTH FUND, AND PUTNAM VOYAGER FUND: The Fund’s Base Fee computed in accordance withSchedule Bwill 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 ABSOLUTE RETURN 500 FUND, PUTNAM ABSOLUTE RETURN 700 FUND, PUTNAM CAPITAL SPECTRUM FUND, PUTNAM EQUITY SPECTRUM FUND, PUTNAM GLOBALDIVIDEND 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 ASIA PACIFIC EQUITY FUND, PUTNAM EMERGING MARKETS EQUITY FUND, PUTNAM EUROPE EQUITY FUND, PUTNAM GLOBAL EQUITY FUND, PUTNAM GROWTH OPPORTUNITIES FUND, PUTNAM INTERNATIONAL CAPITAL OPPORTUNITIES FUND, PUTNAM INTERNATIONAL EQUITY FUND, PUTNAM INTERNATIONAL GROWTH FUND, PUTNAM INTERNATIONAL VALUE FUND, PUTNAM SMALL CAP GROWTH FUND, AND PUTNAM VOYAGER 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-CAP GROWTH FUND:Performance Period.The Performance Period is equal to the shorter of (i) the period from February 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 ABSOLUTE RETURN 500 FUND AND PUTNAM ABSOLUTE RETURN 700 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;providedthat the Performance Adjustment Rate for the Fund may not exceed the Maximum Performance Adjustment Rate set forth onSchedule Bor be less than the Minimum Performance Adjustment Rate set forth onSchedule 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;providedthat the Performance Adjustment Rate for the Fund may not exceed the Maximum Performance Adjustment Rate set forth onSchedule Bor be less than the Minimum Performance Adjustment Rate set forth onSchedule B.

PUTNAM ASIA PACIFIC EQUITY FUND, PUTNAM EMERGING MARKETS EQUITY FUND, PUTNAM EUROPE EQUITY FUND, PUTNAM GLOBAL DIVIDEND FUND, PUTNAM GLOBAL EQUITY FUND, PUTNAM GROWTH OPPORTUNITIES FUND, PUTNAM INTERNATIONAL CAPITAL OPPORTUNITIES FUND, PUTNAM INTERNATIONAL EQUITY FUND, PUTNAM INTERNATIONAL

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GROWTH FUND, PUTNAM INTERNATIONAL VALUE FUND, PUTNAM MULTI-CAP GROWTH FUND, PUTNAM SMALL CAP GROWTH FUND, PUTNAM STRATEGIC VOLATILITY EQUITY FUND, AND PUTNAM VOYAGER 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;providedthat the Performance Adjustment Rate for the Fund may not exceed the Maximum Performance Adjustment Rate set forth onSchedule Bor be less than the Minimum Performance Adjustment Rate set forth onSchedule 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 ABSOLUTE RETURN 500 FUND AND PUTNAM ABSOLUTE RETURN 700 FUND: Hurdle. The Fund’s Hurdle is set forth inSchedule B.

PUTNAM ABSOLUTE RETURN 500 FUND, PUTNAM ABSOLUTE RETURN 700 FUND, PUTNAM CAPITAL SPECTRUM FUND, PUTNAM EMERGING MARKETS EQUITY FUND, PUTNAM EQUITY SPECTRUM FUND, PUTNAM EUROPE EQUITY FUND, PUTNAM GLOBAL DIVIDEND FUND, PUTNAM GLOBAL EQUITY FUND, PUTNAM GROWTH OPPORTUNITIES FUND, PUTNAM INTERNATIONAL CAPITAL OPPORTUNITIES FUND, PUTNAM INTERNATIONAL EQUITY FUND, PUTNAM INTERNATIONAL GROWTH FUND, PUTNAM MULTI-CAP GROWTH FUND, PUTNAM SMALL CAP GROWTH FUND, PUTNAM STRATEGIC VOLATILITY EQUITY FUND, AND PUTNAM VOYAGER FUND:Benchmark.The Fund’s initial Benchmark is set forth inSchedule 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 thisSchedule 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 ASIA PACIFIC EQUITY FUND AND PUTNAM INTERNATIONAL VALUE FUND:Benchmark.The Fund’s initial Benchmark is set forth inSchedule 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 thisSchedule 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 inSchedule 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 onSchedule B.

ALL FUNDS: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.

Notwithstanding any other provisions in thisSchedule C, the computation of the 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.

For the following funds only:
Putnam Absolute Return 100 Fund
Putnam Absolute Return 300 Fund

FORM OF PROPOSED MANAGEMENT CONTRACT

This Management Contract is dated as of February 27, 2014 between [NAME OF FUND], 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:

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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 onSchedule Ato 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 othertransactions. 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) In consideration of the fees payable by the Fund to the Manager pursuant to Section 3, the Manager will also pay, or reimburse the Fund for, all of the Fund’s organizational and other operating expenses, excluding only fees payable under distribution plans adopted pursuant to Rule 12b-1 under the 1940 Act, any upward or downward adjustments to the Fund’s Base Fee, brokerage, interest, taxes, investment-related expenses, extraordinary expenses, and acquired fund fees and expenses.

(e) 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,

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service or other contracts with other organizations and persons and may have other interests and business.

3. COMPENSATION TO BE PAID BY THE FUND TOTHE 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 rate set forth onSchedule Battached to this Contract, as from time to time amended, subject to adjustment as set forth onSchedule Cattached 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; AMENDMENTSOF 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 withthe 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, 2014, 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.

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

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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.

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.

IN WITNESS WHEREOF, [NAME OF FUND] 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.

[NAME OF FUND] 
  
  
  
By: 

 
 
 
 
PUTNAM INVESTMENT MANAGEMENT, LLC 
By: 

 

 

Schedule A

[LIST OF FUNDS]

Schedule B

[FEE SCHEDULE: SeeAppendix Dto this proxy statement for each fund’s detailed fee information. The management fee for each fund under the proposed new management contract is identical to that for each fund under the fund’s previous management contract.]

Schedule C

Commencing with the thirteenth whole calendar month of the Fund’s operations, the Fund’s Base Fee computed in accordance withSchedule Bwill 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.

Performance Period.The Performance Period is equal to the shorter of (i) the period from the date the Fund commencedoperations to the end of the month for which the fee adjustment is being computed or (ii) the thirty-six month period then ended.

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 onSchedule Bor be less than the Minimum Performance Adjustment Rate set forth onSchedule B.

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.

Hurdle.The Fund’s Hurdle is set forth inSchedule B.

Benchmark.The Fund’s initial Benchmark is set forth inSchedule 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 thisSchedule 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.

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.

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Notwithstanding any other provisions in thisSchedule C, the computation of the 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.

For the following funds only:
Putnam Managed Municipal Income Trust
Putnam Municipal Opportunities Trust

FORM OF PROPOSED MANAGEMENT CONTRACT

This Management Contract is dated as of February 27, 2014 between [NAME OF FUND], 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 onSchedule Ato 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. Exceptas 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

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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.

3. COMPENSATION TO BE PAID BY THE FUND TOTHE 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 fee, based on the Fund’s Average Net Assets, computed and paid quarterly at the annual rates set forth onSchedule Battached to this Contract, as from time to time amended.

“Average Net Assets” means the average of all of the determinations of the Fund’s net asset value during each quarter at the close of business on the last business day of each week, for each week which ends during the quarter. The fee is payable for each quarter within 30 days after the close of the quarter.

In the event that the amount of dividends payable with respect to any outstanding shares of beneficial interest of the Fund with preference rights (“Preferred Shares”) during any period for which regular payments of dividends or other distributions on such Preferred Shares are payable (each, a “Dividend Period”) plus expenses attributable to such Preferred Shares for such Dividend Period exceeds the portion of the Fund’s net income and net short-term capital gains (but not long-term capital gains) accruing during such Dividend Period as a result of the fact that such Preferred Shares were outstanding during such Period, then the fee payable to the Manager pursuant to this Section 3 shall be reduced by the amount of such excess; provided, however, that the amount of such reduction for any such Period shall not exceed the amount determined bymultiplying (i) the aggregate liquidation preference of the average number of Preferred Shares outstanding during the Period by (ii) the percentage of the aggregate net asset value of the Fund which the fee payable to the Manager during such Period pursuant to this Section 3 would constitute without giving effect to such reduction. The amount of such reduction attributable to any Dividend Period shall reduce the amount of the next quarterly payment of the fee payable pursuant to this Section 3 following the end of such Dividend Period, and of any subsequent quarterly or more frequent payments, as may be necessary. The expenses attributable to the Preferred Shares and the portion of the Fund’s net income and net short-term capital gains accruing during any Dividend Period as a result of the fact that Preferred Shares were outstanding during such Period shall be determined by the Trustees of the Fund.

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 quarter, the foregoing compensation will be prorated.

4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTSOF 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.

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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, 2014, 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.

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 theFund for any act or omission in the course of, or connected with, rendering services hereunder.

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.

IN WITNESS WHEREOF, [NAME OF FUND] 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.

[NAME OF FUND] 
 
 
 
By: 

 
 
 
 
PUTNAM INVESTMENT MANAGEMENT, LLC 
 
 
 
By: 

 

 

Schedule A

[LIST OF FUNDS]

Schedule B

[FEE SCHEDULE: SeeAppendix Dto this proxy statement for each fund’s detailed fee information. The management fee for each fund under the proposed new management contract is identical to that for each fund under the fund’s previous management contract.]

For the following funds only:
Putnam High Income Securities Fund
Putnam Master Intermediate Income Trust
Putnam Premier Income Trust

FORM OF PROPOSED MANAGEMENT CONTRACT

This Management Contract is dated as of February 27, 2014 between [NAME OF FUND], a Massachusetts business trust (the “Fund”), and PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”).

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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 onSchedule Ato 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, thereputation, 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

B-15 

 



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.

3. COMPENSATION TO BE PAID BY THE FUND TOTHE 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 fee, based on the Fund’s Average Net Assets, computed and paid quarterly at the annual rates set forth onSchedule Battached to this Contract, as from time to time amended.

“Average Net Assets” means the average of the weekly determinations of the difference between the total assets of the Fund (including any assets attributable to leverage for investment purposes) and the total liabilities of the Fund (excluding liabilities incurred in connection with leverage for investment purposes), determined at the close of the last business day of each week, for each week which ends during the quarter. The fee is payable for each quarter within 30 days after the close of the quarter. As used in this Section 3, “leverage for investment purposes” means any incurrence of indebtedness the proceeds of which are to be invested in accordance with the Fund’s investment objective. For purposes of calculating Average Net Assets, liabilities associated with any instruments or transactions used to leverage the Fund’s portfolio for investment purposes (whether or not such instruments or transactions are “covered” within the meaning of the 1940 Act and the rules and regulations thereunder, giving effect to any interpretations of the Securities and Exchange Commission and its staff) are not considered liabilities. For purposes of calculating Average Net Assets, the total assets of the Fund will be deemed to include (a) any proceeds from the sale or transfer of an asset (the “Underlying Asset”) of the Fund to a counterparty in a reverse repurchase or dollar roll transaction and (b) the value of such Underlying Asset as of the relevant measuring date.

In the event that, during any period for which payments of interest or fees (whether designated as such or implied) are payable in connection with any indebtedness or other obligation of the Fund incurred for investment purposes (a “Measurement Period”), the amount of interest payments and fees with respect to such indebtedness or other obligation, plus additional expenses attributable to any such leverage for investment purposes for such Measurement Period, exceeds the portion of the Fund’s net income and net short-term capital gains (but not long-term capital gains) accruing during such Measurement Period as a result of the fact that such indebtedness or other obligation was outstanding during the Measurement Period, thenthe fee payable to the Manager pursuant to this Section 3 shall be reduced by the amount of such excess; provided, however, that the amount of such reduction for any such Period shall not exceed the amount determined by multiplying (i) the aggregate value of all assets representing leverage for investment purposes by (ii) the percentage of the Average Net Assets of the Fund which the fee payable to the Manager during such Measurement Period pursuant to this Section 3 would constitute without giving effect to such reduction. The amount of such reduction attributable to any Measurement Period shall reduce the amount of the next quarterly payment of the fee payable pursuant to this Section 3 following the end of such Measurement Period, and of any subsequent quarterly or more frequent payments, as may be necessary. The expenses attributable to leverage for investment purposes and the portion of the Fund’s net income and net short-term capital gains accruing during any Measurement Period as a result of the fact that leverage for investment purposes was outstanding during such Measurement Period shall be determined by the Trustees of the Fund.

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 quarter, the foregoing compensation will be prorated.

4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTSOF 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,

B-16 

 



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, 2014, 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.

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.

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.

IN WITNESS WHEREOF, [NAME OF FUND] 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.

[NAME OF FUND] 
  
  
  
By: 

 
  
  
  
PUTNAM INVESTMENT MANAGEMENT, LLC 
  
By: 

 

 

Schedule A

[LIST OF FUNDS]

Schedule B

[FEE SCHEDULE: SeeAppendix Dto this proxy statement for each fund’s detailed fee information. The management fee for each fund under the proposed new management contract is identical to that for each fund under the fund’s previous management contract.]

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Appendix C — Management Contracts: Dates and Approvals

Under the management contract between your fund and Putnam Management, subject to such policies as the Trustees may determine, Putnam Management, at its expense, furnishes continuously an investment program for the fund and makes investments decisions on behalf of the fund. Except for the funds included in the table below, the current management contract for your fund dated January 10, 2010 was last approved by shareholders on November 19, 2009. At that time, shareholders of the fund voted to approve the current management contract to include fund family breakpoints (under which the fund’s base management fee rate is determined on the basis of the aggregate net assets of all Putnam mutual funds, rather than thefund’s net assets). Shareholders of Putnam Europe Equity Fund, Putnam Global Equity Fund, Putnam Growth Opportunities Fund, Putnam International Capital Opportunities Fund, Putnam International Equity Fund and Putnam Voyager Fund also approved the institution of performance fees under the funds’ respective management contracts. The management contract has not been submitted for approval by the shareholders of your fund since that date.

The following table contains information regarding the date of each remaining fund’s current management contract, the date on which it was last approved by shareholders and the purpose for that submission.

Date Current 
  Management Contract  
 Date of Current Last Submitted to Purpose of Last Submission of Current Management Contract 
Fund Management Contract Shareholder Vote to Shareholder Vote 

Putnam Absolute Return 100 Fund July 1, 2013 December 18, 2009 Fee structure change 

Putnam Absolute Return 300 Fund July 1, 2013 December 18, 2009 Fee structure change 

Putnam Absolute Return 500 Fund July 1, 2013 December 18, 2009 Fee structure change 

Putnam Absolute Return 700 Fund July 1, 2013 January 15, 2010 Fee structure change 

Putnam Asia Pacific Equity Fund July 1, 2013 May 26, 2011 New performance index to calculate performance fees 

Putnam Capital Opportunities Fund September 1, 2010 November 19, 2009 Fee structure change 

Putnam Capital Spectrum Fund July 1, 2013 November 19, 2009 Fee structure change 

Putnam Dynamic Asset Allocation July 1, 2013 November 19, 2009 Fee structure change 
Equity Fund    

Putnam Dynamic Risk Allocation Fund July 1, 2013 September 9, 2011 Organization of the fund 

Putnam Emerging Markets Equity Fund July 1, 2013 November 19, 2009 Fee structure change and institution of performance fees 

Putnam Emerging Markets Income Fund July 1, 2013 March 18, 2013 Organization of the fund 

Putnam Equity Spectrum Fund July 1, 2013 November 19, 2009 Fee structure change 

Putnam Floating Rate Income Fund July 1, 2013 November 19, 2009 Fee structure change 

Putnam Global Consumer Fund July 1, 2013 November 19, 2009 Fee structure change 

Putnam Global Dividend Fund July 1, 2013 March 18, 2013 Organization of the fund 

Putnam Global Energy Fund July 1, 2013 November 19, 2009 Fee structure change 

Putnam Global Financials Fund July 1, 2013 November 19, 2009 Fee structure change 

Putnam Global Industrials Fund July 1, 2013 November 19, 2009 Fee structure change 

Putnam Global Sector Fund July 1, 2013 December 14, 2009 Organization of the fund 

Putnam Global Technology Fund July 1, 2013 November 19, 2009 Fee structure change 

Putnam Global Telecommunications Fund July 1, 2013 November 19, 2009 Fee structure change 

Putnam High Income Securities Fund August 3, 2007 May 15, 2007 Approval of new management contract following change of 
   control of Putnam Management 

Putnam Intermediate-Term Municipal July 1, 2013 March 18, 2013 Organization of the fund 
Income Fund    

Putnam International Value Fund July 1, 2013 May 26, 2011 New performance index to calculate performance fees 

Putnam Low Volatility Equity Fund July 1, 2013 March 18, 2013 Organization of the fund 

Putnam Managed Municipal Income Trust August 3, 2007 May 15, 2007 Approval of new management contract following change of 
   control of Putnam Management 

Putnam Master Intermediate Income Trust August 3, 2007 May 15, 2007 Approval of new management contract following change of 
   control of Putnam Management 

Putnam Money Market Liquidity Fund July 1, 2013 April 13, 2009 Organization of the fund 

Putnam Multi-Cap Core Fund July 1, 2013 [May 14, 2010] Organization of the fund 

Putnam Multi-Cap Growth Fund February 1, 2010 January 15, 2010 Fee structure change and institution of performance fees 

Putnam Multi-Cap Value Fund September 1, 2010 November 19, 2009 Fee structure change 

Putnam Municipal Opportunities Trust August 3, 2007 May 15, 2007 Approval of new management contract following change of 
   control of Putnam Management 

Putnam Premier Income Trust August 3, 2007 May 15, 2007 Approval of new management contract following change of 
   control of Putnam Management 

Putnam Research Fund September 1, 2010 November 19, 2009 Fee structure change 

 

C-1 

 



Date Current 
  Management Contract  
 Date of Current Last Submitted to Purpose of Last Submission of Current Management Contract 
Fund Management Contract Shareholder Vote to Shareholder Vote 

Putnam RetirementReady 2055 Fund November 30, 2010 November 30, 2010 Organization of fund 

Putnam RetirementReady 2050 Fund August 1, 2009 May 15, 2007 Approval of new management contract following change of 
   control of Putnam Management 

Putnam RetirementReady 2045 Fund August 1, 2009 May 15, 2007 Approval of new management contract following change of 
   control of Putnam Management 

Putnam RetirementReady 2040 Fund August 1, 2009 May 15, 2007 Approval of new management contract following change of 
   control of Putnam Management 

Putnam RetirementReady 2035 Fund August 1, 2009 May 15, 2007 Approval of new management contract following change of 
   control of Putnam Management 

Putnam RetirementReady 2030 Fund August 1, 2009 May 15, 2007 Approval of new management contract following change of 
   control of Putnam Management 

Putnam RetirementReady 2025 Fund August 1, 2009 May 15, 2007 Approval of new management contract following change of 
   control of Putnam Management 

Putnam RetirementReady 2020 Fund August 1, 2009 May 15, 2007 Approval of new management contract following change of 
   control of Putnam Management 

Putnam RetirementReady 2015 Fund August 1, 2009 May 15, 2007 Approval of new management contract following change of 
   control of Putnam Management 

Putnam Retirement Income Fund August 1, 2009 May 15, 2007 Approval of new management contract following change of 
Lifestyle 1   control of Putnam Management 

Putnam Retirement Income Fund July 1, 2013 June 6, 2011 Organization of the fund 
Lifestyle 2    

Putnam Retirement Income Fund July 1, 2013 November 19, 2009 Fee structure change 
Lifestyle 3    

Putnam Short Duration Income Fund July 1, 2013 June 17, 2011 Organization of the fund 

Putnam Short Term Investment Fund July 1, 2013 November 9, 2012 Organization of the fund 

Putnam Short-Term Municipal Income July 1, 2013 March 18, 2013 Organization of the fund 
Fund    

Putnam Small Cap Growth Fund July 1, 2013 November 19, 2009 Fee structure change and institution of performance fees 

Putnam Small Cap Value Fund September 10, 2010 November 19, 2009 Fee structure change 

Putnam Strategic Volatility Equity Fund July 1, 2013 March 18, 2013 Organization of the fund 

Putnam VT Absolute Return 500 Fund February 4, 2011 February 4, 2011 Organization of the fund 

 

Appendix D — Management Contracts: Fees

   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM ABSOLUTE RETURN of Average Net Assets 0.40% $493,980 0.15% of average net assets 
100 FUND Benchmark: BofA Merrill    
 Lynch U.S. Treasury Bill    
 Index (G0BA)    
 Hurdle: 1.00%   
 Maximum Performance    
 Adjustment Rate: 0.04%   
 Minimum Performance    
 Adjustment Rate: -0.04%   

PUTNAM ABSOLUTE RETURN of Average Net Assets 0.60% $4,354,861 0.37% of average net assets 
300 FUND Benchmark: BofA Merrill    
 Lynch U.S. Treasury Bill    
 Index (G0BA)    
 Hurdle: 3.00%   
 Maximum Performance    
 Adjustment Rate: 0.12%   
 Minimum Performance    
 Adjustment Rate: -0.12%   

 

C/D-1 

 



   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM ABSOLUTE RETURN First $5 billion 0.880% $5,233,405 0.64% of average net assets 
500 FUND Next $5 billion 0.830%   
 Next $10 billion 0.780%   
 Next $10 billion 0.730%   
 Next $50 billion 0.680%   
 Next $50 billion 0.660%   
 Next $100 billion 0.650%   
 Any excess thereafter 0.645%   
 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%   

PUTNAM ABSOLUTE RETURN First $5 billion 1.030% $5,796,253 0.81% of average net assets 
700 FUND Next $5 billion 0.980%   
 Next $10 billion 0.930%   
 Next $10 billion 0.880%   
 Next $50 billion 0.830%   
 Next $50 billion 0.810%   
 Next $100 billion 0.800%   
 Any excess thereafter 0.795%   
 Benchmark: BofA Merrill    
 Lynch U.S. Treasury Bill    
 Index (G0BA)    
 Hurdle: 7.00%   
 Maximum Performance    
 Adjustment Rate: 0.28%   
 Minimum Performance    
 Adjustment Rate: -0.28%   

PUTNAM AMERICAN First $5 billion 0.550% $2,665,472 0.40% of average net assets 
GOVERNMENT INCOME FUND Next $5 billion 0.500%   
 Next $10 billion 0.450%   
 Next $10 billion 0.400%   
 Next $50 billion 0.350%   
 Next $50 billion 0.330%   
 Next $100 billion 0.320%   
 Any excess thereafter 0.315%   

PUTNAM AMT-FREE MUNICIPAL First $5 billion 0.590% $2,217,779 0.44% of average net assets 
FUND Next $5 billion 0.540%   
 Next $10 billion 0.490%   
 Next $10 billion 0.440%   
 Next $50 billion 0.390%   
 Next $50 billion 0.370%   
 Next $100 billion 0.360%   
 Any excess thereafter 0.355%   

PUTNAM ARIZONA TAX EXEMPT First $5 billion 0.590% $283,378 0.44% of average net assets 
INCOME FUND Next $5 billion 0.540%   
 Next $10 billion 0.490%   
 Next $10 billion 0.440%   
 Next $50 billion 0.390%   
 Next $50 billion 0.370%   
 Next $100 billion 0.360%   
 Any excess thereafter 0.355%   

 

D-2 

 



   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM ASIA PACIFIC EQUITY First $5 billion 1.080% $0 0.00% of average net assets 
FUND Next $5 billion 1.030%   
 Next $10 billion 0.980%   
 Next $10 billion 0.930%   
 Next $50 billion 0.880%   
 Next $50 billion 0.860%   
 Next $100 billion 0.850%   
 Any excess thereafter 0.845%   
 Benchmark: MSCI All    
 Country ex-Japan Index    
 (Net Dividends)*    
 Hurdle: N/A   
 Maximum Performance    
 Adjustment Rate: 0.21%   
 Minimum Performance    
 Adjustment Rate: -0.21%   

PUTNAM CALIFORNIA TAX First $5 billion 0.590% $7,293,763 0.44% of average net assets 
EXEMPT INCOME FUND Next $5 billion 0.540%   
 Next $10 billion 0.490%   
 Next $10 billion 0.440%   
 Next $50 billion 0.390%   
 Next $50 billion 0.370%   
 Next $100 billion 0.360%   
 Any excess thereafter 0.355%   

PUTNAM CAPITAL First $5 billion 0.780% $2,219,656 0.63% of average net assets 
OPPORTUNITIES FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

PUTNAM CAPITAL SPECTRUM First $5 billion 0.880% $13,364,984 0.81% of average net assets 
FUND Next $5 billion 0.830%   
 Next $10 billion 0.780%   
 Next $10 billion 0.730%   
 Next $50 billion 0.680%   
 Next $50 billion 0.660%   
 Next $100 billion 0.650%   
 Any excess thereafter 0.645%   
 Benchmark: 50/50 blend    
 (balanced daily) of S&P    
 500 Index and JP Morgan    
 Developed High Yield    
 Index    
 Hurdle: N/A   
 Maximum Performance    
 Adjustment Rate: 0.32%   
 Minimum Performance    
 Adjustment Rate: -0.32%   

PUTNAM CONVERTIBLE First $5 billion 0.780% $4,049,683 0.64% of average net assets 
SECURITIES FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

PUTNAM DIVERSIFIED First $5 billion 0.700% $20,008,464 0.55% of average net assets 
INCOME TRUST Next $5 billion 0.650%   
 Next $10 billion 0.600%   
 Next $10 billion 0.550%   
 Next $50 billion 0.500%   
 Next $50 billion 0.480%   
 Next $100 billion 0.470%   
 Any excess thereafter 0.465%   

 

D-3 

 



   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM DYNAMIC ASSET First $5 billion 0.680% $7,021,376 0.53% of average net assets 
ALLOCATION BALANCED FUND Next $5 billion 0.630%   
 Next $10 billion 0.580%   
 Next $10 billion 0.530%   
 Next $50 billion 0.480%   
 Next $50 billion 0.460%   
 Next $100 billion 0.450%   
 Any excess thereafter 0.445%   

PUTNAM DYNAMIC ASSET First $5 billion 0.680% $3,001,267 0.53% of average net assets 
ALLOCATION CONSERVATIVE Next $5 billion 0.630%   
FUND Next $10 billion 0.580%   
 Next $10 billion 0.530%   
 Next $50 billion 0.480%   
 Next $50 billion 0.460%   
 Next $100 billion 0.450%   
 Any excess thereafter 0.445%   

PUTNAM DYNAMIC ASSET First $5 billion 0.750% $0 0.00% of average net assets 
ALLOCATION EQUITY FUND Next $5 billion 0.700%   
 Next $10 billion 0.650%   
 Next $10 billion 0.600%   
 Next $50 billion 0.550%   
 Next $50 billion 0.530%   
 Next $100 billion 0.520%   
 Any excess thereafter 0.515%   

PUTNAM DYNAMIC ASSET First $5 billion 0.750% $9,791,000 0.60% of average net assets 
ALLOCATION GROWTH FUND Next $5 billion 0.700%   
 Next $10 billion 0.650%   
 Next $10 billion 0.600%   
 Next $50 billion 0.550%   
 Next $50 billion 0.530%   
 Next $100 billion 0.520%   
 Any excess thereafter 0.515%   

PUTNAM DYNAMIC RISK First $5 billion 1.050% $1,418,724 0.74% of average net assets 
ALLOCATION FUND Next $5 billion 1.000%   
 Next $10 billion 0.950%   
 Next $10 billion 0.900%   
 Next $50 billion 0.850%   
 Next $50 billion 0.830%   
 Next $100 billion 0.820%   
 Any excess thereafter 0.815%   

PUTNAM EMERGING MARKETS First $5 billion 1.080% $187,478 0.54% of average net assets 
EQUITY FUND Next $5 billion 1.030%   
 Next $10 billion 0.980%   
 Next $10 billion 0.930%   
 Next $50 billion 0.880%   
 Next $50 billion 0.860%   
 Next $100 billion 0.850%   
 Any excess thereafter 0.845%   
 Benchmark: MSCI    
 Emerging Markets Index    
 (Net Dividends)*    
 Hurdle: N/A   
 Maximum Performance    
 Adjustment Rate: 0.21%   
 Minimum Performance    
 Adjustment Rate: -0.21%   

PUTNAM EMERGING MARKETS First $5 billion 0.880% $— — 
INCOME FUND(1) Next $5 billion 0.830%   
 Next $10 billion 0.780%   
 Next $10 billion 0.730%   
 Next $50 billion 0.680%   
 Next $50 billion 0.660%   
 Next $100 billion 0.650%   
 Any excess thereafter 0.645%   

 

D-4 

 



   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM EQUITY INCOME FUND First $5 billion 0.630% $17,452,067 0.49% of average net assets 
 Next $5 billion 0.580%   
 Next $10 billion 0.530%   
 Next $10 billion 0.480%   
 Next $50 billion 0.430%   
 Next $50 billion 0.410%   
 Next $100 billion 0.400%   
 Any excess thereafter 0.395%   

PUTNAM EQUITY SPECTRUM First $5 billion 0.880% $5,907,335 0.85% of average net assets 
FUND Next $5 billion 0.830%   
 Next $10 billion 0.780%   
 Next $10 billion 0.730%   
 Next $50 billion 0.680%   
 Next $50 billion 0.660%   
 Next $100 billion 0.650%   
 Any excess thereafter 0.645%   
 Benchmark: S&P 500 Index    
 Hurdle: N/A   
 Maximum Performance    
 Adjustment Rate: 0.40%   
 Minimum Performance    
 Adjustment Rate: -0.40%   

PUTNAM EUROPE EQUITY FUND First $5 billion 0.850% $1,225,861 0.78% of average net assets 
 Next $5 billion 0.800%   
 Next $10 billion 0.750%   
 Next $10 billion 0.700%   
 Next $50 billion 0.650%   
 Next $50 billion 0.630%   
 Next $100 billion 0.620%   
 Any excess thereafter 0.615%   
 Benchmark: MSCI Europe    
 Index (Net Dividends)*    
 Hurdle: N/A   
 Maximum Performance    
 Adjustment Rate: 0.15%   
 Minimum Performance    
 Adjustment Rate: -0.15%   

PUTNAM FLOATING RATE First $5 billion 0.720% $2,977,382 0.58% of average net assets 
INCOME FUND Next $5 billion 0.670%   
 Next $10 billion 0.620%   
 Next $10 billion 0.570%   
 Next $50 billion 0.520%   
 Next $50 billion 0.500%   
 Next $100 billion 0.490%   
 Any excess thereafter 0.485%   

THE GEORGE PUTNAM FUND First $5 billion 0.680% $6,488,744 0.53% of average net assets 
OF BOSTON (d/b/a GEORGE Next $5 billion 0.630%   
PUTNAM BALANCED FUND) Next $10 billion 0.580%   
 Next $10 billion 0.530%   
 Next $50 billion 0.480%   
 Next $50 billion 0.460%   
 Next $100 billion 0.450%   
 Any excess thereafter 0.445%   

PUTNAM GLOBAL CONSUMER First $5 billion 0.780% $42,723 0.29% of average net assets 
FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

 

D-5 

 



   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM GLOBAL DIVIDEND First $5 billion 0.850% $— — 
FUND(2) Next $5 billion 0.800%   
 Next $10 billion 0.750%   
 Next $10 billion 0.700%   
 Next $50 billion 0.650%   
 Next $50 billion 0.630%   
 Next $100 billion 0.620%   
 Any excess thereafter 0.615%   
 Benchmark: MSCI World    
 Index (Net Dividends)*    
 Hurdle: N/A   
 Maximum Performance    
 Adjustment Rate: 0.15%   
 Minimum Performance    
 Adjustment Rate: -0.15%   

PUTNAM GLOBAL First $5 billion 0.780% $76,398 0.40% of average net assets 
ENERGY FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

PUTNAM GLOBAL EQUITY FUND First $5 billion 0.850% $5,496,467 0.71% of average net assets 
 Next $5 billion 0.800%   
 Next $10 billion 0.750%   
 Next $10 billion 0.700%   
 Next $50 billion 0.650%   
 Next $50 billion 0.630%   
 Next $100 billion 0.620%   
 Any excess thereafter 0.615%   
 Benchmark: MSCI World    
 Index (Net Dividends)*    
 Hurdle: N/A   
 Maximum Performance    
 Adjustment Rate: 0.15%   
 Minimum Performance    
 Adjustment Rate: -0.15%   

PUTNAM GLOBAL FINANCIALS First $5 billion 0.780% $38,961 0.26% of average net assets 
FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

PUTNAM GLOBAL HEALTH CARE First $5 billion 0.780% $6,970,314 0.63% of average net assets 
FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

PUTNAM GLOBAL INCOME First $5 billion 0.700% $1,999,189 0.56% of average net assets 
TRUST Next $5 billion 0.650%   
 Next $10 billion 0.600%   
 Next $10 billion 0.550%   
 Next $50 billion 0.500%   
 Next $50 billion 0.480%   
 Next $100 billion 0.470%   
 Any excess thereafter 0.465%   

PUTNAM GLOBAL INDUSTRIALS First $5 billion 0.780% $16,277 0.13% of average net assets 
FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

 

D-6 

 



   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM GLOBAL NATURAL First $5 billion 0.780% $1,959,049 0.63% of average net assets 
RESOURCES FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

PUTNAM GLOBAL SECTOR N/A N/A N/A N/A 
FUND     

PUTNAM GLOBAL TECHNOLOGY First $5 billion 0.780% $17,533 0.15% of average net assets 
FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

PUTNAM GLOBAL First $5 billion 0.780% $51,642 0.32% of average net assets 
TELECOMMUNICATIONS FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

PUTNAM GLOBAL UTILITIES First $5 billion 0.780% $1,327,033 0.63% of average net assets 
FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

THE PUTNAM FUND FOR First $5 billion 0.630% $21,457,542 0.49% of average net assets 
GROWTH AND INCOME Next $5 billion 0.580%   
 Next $10 billion 0.530%   
 Next $10 billion 0.480%   
 Next $50 billion 0.430%   
 Next $50 billion 0.410%   
 Next $100 billion 0.400%   
 Any excess thereafter 0.395%   

PUTNAM GROWTH First $5 billion 0.710% $1,825,919 0.51% of average net assets 
OPPORTUNITIES FUND Next $5 billion 0.660%   
 Next $10 billion 0.610%   
 Next $10 billion 0.560%   
 Next $50 billion 0.510%   
 Next $50 billion 0.490%   
 Next $100 billion 0.480%   
 Any excess thereafter 0.475%   
 Benchmark: Russell 1000    
 Growth Index    
 Hurdle: N/A   
 Maximum Performance    
 Adjustment Rate: 0.12%   
 Minimum Performance    
 Adjustment Rate: -0.12%   

 

D-7 

 



   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM HIGH INCOME First $500 million 0.700% $1,039,414 0.70% of average net assets 
SECURITIES FUND Next $500 million 0.600%   
 Next $500 million 0.550%   
 Next $5 billion 0.500%   
 Next $5 billion 0.475%   
 Next $5 billion 0.455%   
 Next $5 billion 0.440%   
 Next $5 billion 0.430%   
 Next $5 billion 0.420%   
 Next $5 billion 0.410%   
 Next $5 billion 0.400%   
 Next $5 billion 0.390%   
 Next $8.5 billion 0.380%   
 Any excess thereafter 0.370%   

PUTNAM HIGH YIELD First $5 billion 0.720% $5,206,491 0.58% of average net assets 
ADVANTAGE FUND Next $5 billion 0.670%   
 Next $10 billion 0.620%   
 Next $10 billion 0.570%   
 Next $50 billion 0.520%   
 Next $50 billion 0.500%   
 Next $100 billion 0.490%   
 Any excess thereafter 0.485%   

PUTNAM HIGH YIELD TRUST First $5 billion 0.720% $8,476,385 0.57% of average net assets 
 Next $5 billion 0.670%   
 Next $10 billion 0.620%   
 Next $10 billion 0.570%   
 Next $50 billion 0.520%   
 Next $50 billion 0.500%   
 Next $100 billion 0.490%   
 Any excess thereafter 0.485%   

PUTNAM INCOME FUND First $5 billion 0.550% $5,608,363 0.41% of average net assets 
 Next $5 billion 0.500%   
 Next $10 billion 0.450%   
 Next $10 billion 0.400%   
 Next $50 billion 0.350%   
 Next $50 billion 0.330%   
 Next $100 billion 0.320%   
 Any excess thereafter 0.315%   

PUTNAM INTERMEDIATE-TERM First $5 billion 0.590% $— — 
MUNICIPAL INCOME FUND(3) Next $5 billion 0.540%   
 Next $10 billion 0.490%   
 Next $10 billion 0.440%   
 Next $50 billion 0.390%   
 Next $50 billion 0.370%   
 Next $100 billion 0.360%   
 Any excess thereafter 0.355%   

PUTNAM INTERNATIONAL First $5 billion 1.080% $7,166,274 0.84% of average net assets 
CAPITAL OPPORTUNITIES FUND Next $5 billion 1.030%   
 Next $10 billion 0.980%   
 Next $10 billion 0.930%   
 Next $50 billion 0.880%   
 Next $50 billion 0.860%   
 Next $100 billion 0.850%   
 Any excess thereafter 0.845%   
 Benchmark: S&P    
 Developed/Ex-U.S.    
 SmallCap Index    
 Hurdle: N/A   
 Maximum Performance    
 Adjustment Rate: 0.21%   
 Minimum Performance    
 Adjustment Rate: -0.21%   

 

D-8 

 



   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM INTERNATIONAL First $5 billion 0.850% $7,100,664 0.72% of average net assets 
EQUITY FUND Next $5 billion 0.800%   
 Next $10 billion 0.750%   
 Next $10 billion 0.700%   
 Next $50 billion 0.650%   
 Next $50 billion 0.630%   
 Next $100 billion 0.620%   
 Any excess thereafter 0.615%   
 Benchmark: MSCI EAFE    
 Index (Net Dividends)*    
 Hurdle: N/A   
 Maximum Performance    
 Adjustment Rate: 0.15%   
 Minimum Performance    
 Adjustment Rate: -0.15%   

PUTNAM INTERNATIONAL First $5 billion 1.080% $3,022,995 0.89% of average net assets 
GROWTH FUND Next $5 billion 1.030%   
 Next $10 billion 0.980%   
 Next $10 billion 0.930%   
 Next $50 billion 0.880%   
 Next $50 billion 0.860%   
 Next $100 billion 0.850%   
 Any excess thereafter 0.845%   
 Benchmark: MSCI EAFE    
 Growth Index (Net    
 Dividends)*    
 Hurdle: N/A   
 Maximum Performance    
 Adjustment Rate: 0.21%   
 Minimum Performance    
 Adjustment Rate: -0.21%   

PUTNAM INTERNATIONAL First $5 billion 0.850% $1,437,355 0.71% of average net assets 
VALUE FUND Next $5 billion 0.800%   
 Next $10 billion 0.750%   
 Next $10 billion 0.700%   
 Next $50 billion 0.650%   
 Next $50 billion 0.630%   
 Next $100 billion 0.620%   
 Any excess thereafter 0.615%   
 Benchmark: MSCI    
 EAFE Value Index (Net    
 Dividends)*    
 Hurdle: N/A   
 Maximum Performance    
 Adjustment Rate: 0.15%   
 Minimum Performance    
 Adjustment Rate: -0.15%   

PUTNAM INVESTORS FUND First $5 billion 0.710% $7,966,034 0.56% of average net assets 
 Next $5 billion 0.660%   
 Next $10 billion 0.610%   
 Next $10 billion 0.560%   
 Next $50 billion 0.510%   
 Next $50 billion 0.490%   
 Next $100 billion 0.480%   
 Any excess thereafter 0.475%   

PUTNAM LOW VOLATILITY First $5 billion 0.780% $0 0.00% of average net assets 
EQUITY FUND(4) Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

PUTNAM MANAGED MUNICIPAL First $500 million 0.650% $3,149,331 0.70% of average net assets 
INCOME TRUST Next $500 million 0.550%   
 Next $500 million 0.500%   
 Next $5 billion 0.450%   
 Next $5 billion 0.425%   
 Next $5 billion 0.405%   
 Next $5 billion 0.390%   
 Any excess thereafter 0.380%   

 

D-9 

 



   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM MASSACHUSETTS TAX First $5 billion 0.590% $1,868,568 0.44% of average net assets 
EXEMPT INCOME FUND Next $5 billion 0.540%   
 Next $10 billion 0.490%   
 Next $10 billion 0.440%   
 Next $50 billion 0.390%   
 Next $50 billion 0.370%   
 Next $100 billion 0.360%   
 Any excess thereafter 0.355%   

PUTNAM MASTER First $500 million 0.750% $2,723,636 0.75% of average net assets 
INTERMEDIATE INCOME TRUST Next $500 million 0.650%   
 Next $500 million 0.600%   
 Next $5 billion 0.550%   
 Next $5 billion 0.525%   
 Next $5 billion 0.505%   
 Next $5 billion 0.490%   
 Next $5 billion 0.480%   
 Next $5 billion 0.470%   
 Next $5 billion 0.460%   
 Next $5 billion 0.450%   
 Next $5 billion 0.440%   
 Next $8.5 billion 0.430%   
 Any excess thereafter 0.420%   

PUTNAM MICHIGAN TAX First $5 billion 0.590% $362,014 0.44% of average net assets 
EXEMPT INCOME FUND Next $5 billion 0.540%   
 Next $10 billion 0.490%   
 Next $10 billion 0.440%   
 Next $50 billion 0.390%   
 Next $50 billion 0.370%   
 Next $100 billion 0.360%   
 Any excess thereafter 0.355%   

PUTNAM MINNESOTA TAX First $5 billion 0.590% $532,651 0.44% of average net assets 
EXEMPT INCOME FUND Next $5 billion 0.540%   
 Next $10 billion 0.490%   
 Next $10 billion 0.440%   
 Next $50 billion 0.390%   
 Next $50 billion 0.370%   
 Next $100 billion 0.360%   
 Any excess thereafter 0.355%   

PUTNAM MONEY MARKET FUND First $5 billion 0.440% $0 0.00% of average net assets 
 Next $5 billion 0.390%   
 Next $10 billion 0.340%   
 Next $10 billion 0.290%   
 Next $50 billion 0.240%   
 Next $50 billion 0.220%   
 Next $100 billion 0.210%   
 Any excess thereafter 0.205%   

PUTNAM MONEY MARKET of Average net assets 0.25% $0 0.00% of average net assets 
LIQUIDITY FUND     

PUTNAM MULTI-CAP CORE First $5 billion 0.710% $8,719 0.08% of average net assets 
FUND Next $5 billion 0.660%   
 Next $10 billion 0.610%   
 Next $10 billion 0.560%   
 Next $50 billion 0.510%   
 Next $50 billion 0.490%   
 Next $100 billion 0.480%   
 Any excess thereafter 0.475%   

 

D-10 

 



   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM MULTI-CAP GROWTH First $5 billion 0.710% $16,342,403 0.50% of average net assets 
FUND Next $5 billion 0.660%   
 Next $10 billion 0.610%   
 Next $10 billion 0.560%   
 Next $50 billion 0.510%   
 Next $50 billion 0.490%   
 Next $100 billion 0.480%   
 Any excess thereafter 0.475%   
 Benchmark: Russell 3000    
 Growth Index    
 Hurdle: N/A   
 Maximum Performance    
 Adjustment Rate: 0.12%   
 Minimum Performance    
 Adjustment Rate: -0.12%   

PUTNAM MULTI-CAP VALUE First $5 billion 0.710% $2,138,018 0.56% of average net assets 
FUND Next $5 billion 0.660%   
 Next $10 billion 0.610%   
 Next $10 billion 0.560%   
 Next $50 billion 0.510%   
 Next $50 billion 0.490%   
 Next $100 billion 0.480%   
 Any excess thereafter 0.475%   

PUTNAM MUNICIPAL First $500 million 0.650% $4,118,860 0.72% of average net assets 
OPPORTUNITIES TRUST Next $500 million 0.550%   
 Next $500 million 0.500%   
 Next $5 billion 0.450%   
 Next $5 billion 0.425%   
 Next $5 billion 0.405%   
 Next $5 billion 0.390%   
 Any excess thereafter 0.380%   

PUTNAM NEW JERSEY TAX First $5 billion 0.590% $1,277,096 0.44% of average net assets 
EXEMPT INCOME FUND Next $5 billion 0.540%   
 Next $10 billion 0.490%   
 Next $10 billion 0.440%   
 Next $50 billion 0.390%   
 Next $50 billion 0.370%   
 Next $100 billion 0.360%   
 Any excess thereafter 0.355%   

PUTNAM NEW YORK TAX First $5 billion 0.590% $5,479,662 0.45% of average net assets 
EXEMPT INCOME FUND Next $5 billion 0.540%   
 Next $10 billion 0.490%   
 Next $10 billion 0.440%   
 Next $50 billion 0.390%   
 Next $50 billion 0.370%   
 Next $100 billion 0.360%   
 Any excess thereafter 0.355%   

PUTNAM OHIO TAX EXEMPT First $5 billion 0.590% $720,433 0.44% of average net assets 
INCOME FUND Next $5 billion 0.540%   
 Next $10 billion 0.490%   
 Next $10 billion 0.440%   
 Next $50 billion 0.390%   
 Next $50 billion 0.370%   
 Next $100 billion 0.360%   
 Any excess thereafter 0.355%   

PUTNAM PENNSYLVANIA TAX First $5 billion 0.590% $1,105,281 0.44% of average net assets 
EXEMPT INCOME FUND Next $5 billion 0.540%   
 Next $10 billion 0.490%   
 Next $10 billion 0.440%   
 Next $50 billion 0.390%   
 Next $50 billion 0.370%   
 Next $100 billion 0.360%   
 Any excess thereafter 0.355%   

 

D-11 

 



   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM PREMIER INCOME First $500 million 0.750% $5,947,565 0.71% of average net assets 
TRUST Next $500 million 0.650%   
 Next $500 million 0.600%   
 Next $5 billion 0.550%   
 Next $5 billion 0.525%   
 Next $5 billion 0.505%   
 Next $5 billion 0.490%   
 Next $5 billion 0.480%   
 Next $5 billion 0.470%   
 Next $5 billion 0.460%   
 Next $5 billion 0.450%   
 Next $5 billion 0.440%   
 Next $8.5 billion 0.430%   
 Any excess thereafter 0.420%   

PUTNAM RESEARCH FUND First $5 billion 0.710% $1,251,275 0.56% of average net assets 
 Next $5 billion 0.660%   
 Next $10 billion 0.610%   
 Next $10 billion 0.560%   
 Next $50 billion 0.510%   
 Next $50 billion 0.490%   
 Next $100 billion 0.480%   
 Any excess thereafter 0.475%   

PUTNAM RETIREMENTREADY N/A N/A N/A N/A 
2055 FUND     

PUTNAM RETIREMENTREADY N/A N/A N/A N/A 
2050 FUND     

PUTNAM RETIREMENTREADY N/A N/A N/A N/A 
2045 FUND     

PUTNAM RETIREMENTREADY N/A N/A N/A N/A 
2040 FUND     

PUTNAM RETIREMENTREADY N/A N/A N/A N/A 
2035 FUND     

PUTNAM RETIREMENTREADY N/A N/A N/A N/A 
2030 FUND     

PUTNAM RETIREMENTREADY N/A N/A N/A N/A 
2025 FUND     

PUTNAM RETIREMENTREADY N/A N/A N/A N/A 
2020 FUND     

PUTNAM RETIREMENTREADY N/A N/A N/A N/A 
2015 FUND     

PUTNAM RETIREMENT INCOME N/A N/A N/A N/A 
FUND LIFESTYLE 1     

PUTNAM RETIREMENT INCOME First $5 billion 0.680% $0 0.00% of average net assets 
FUND LIFESTYLE 2 Next $5 billion 0.630%   
 Next $10 billion 0.580%   
 Next $10 billion 0.530%   
 Next $50 billion 0.480%   
 Next $50 billion 0.460%   
 Next $100 billion 0.450%   
 Any excess thereafter 0.445%   

PUTNAM RETIREMENT INCOME First $5 billion 0.680% $0 0.00% of average net assets 
FUND LIFESTYLE 3 Next $5 billion 0.630%   
 Next $10 billion 0.580%   
 Next $10 billion 0.530%   
 Next $50 billion 0.480%   
 Next $50 billion 0.460%   
 Next $100 billion 0.450%   
 Any excess thereafter 0.445%   

 

D-12 

 



   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM SHORT DURATION First $5 billion 0.500% $1,293,633 0.21% of average net assets 
INCOME FUND Next $5 billion 0.450%   
 Next $10 billion 0.400%   
 Next $10 billion 0.350%   
 Next $50 billion 0.300%   
 Next $50 billion 0.280%   
 Next $100 billion 0.270%   
 Any excess thereafter 0.265%   

PUTNAM SHORT TERM of Average net assets 0.25% $0 0.00% of average net assets 
INVESTMENT FUND(5)     

PUTNAM SHORT-TERM First $5 billion 0.500% $— — 
MUNICIPAL INCOME FUND(6) Next $5 billion 0.450%   
 Next $10 billion 0.400%   
 Next $10 billion 0.350%   
 Next $50 billion 0.300%   
 Next $50 billion 0.280%   
 Next $100 billion 0.270%   
 Any excess thereafter 0.265%   

PUTNAM SMALL CAP GROWTH First $5 billion 0.780% $710,052 0.60% of average net assets 
FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   
 Benchmark: Russell 2000    
 Growth Index    
 Hurdle: N/A   
 Maximum Performance    
 Adjustment Rate: 0.18%   
 Minimum Performance    
 Adjustment Rate: -0.18%   

PUTNAM SMALL CAP VALUE First $5 billion 0.780% $1,004,942 0.64% of average net assets 
FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

PUTNAM STRATEGIC First $5 billion 0.880% $0 0.00% of average net assets 
VOLATILITY EQUITY FUND(7) Next $5 billion 0.830%   
 Next $10 billion 0.780%   
 Next $10 billion 0.730%   
 Next $50 billion 0.680%   
 Next $50 billion 0.660%   
 Next $100 billion 0.650%   
 Any excess thereafter 0.645%   
 Benchmark: S&P 500 Index    
 Hurdle: N/A   
 Maximum Performance    
 Adjustment Rate: 0.40%   
 Minimum Performance    
 Adjustment Rate: -0.40%   

PUTNAM TAX EXEMPT INCOME First $5 billion 0.590% $5,249,245 0.44% of average net assets 
FUND Next $5 billion 0.540%   
 Next $10 billion 0.490%   
 Next $10 billion 0.440%   
 Next $50 billion 0.390%   
 Next $50 billion 0.370%   
 Next $100 billion 0.360%   
 Any excess thereafter 0.355%   

 

D-13 

 



   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM TAX EXEMPT MONEY First $5 billion 0.440% $0 0.00% of average net assets 
MARKET FUND Next $5 billion 0.390%   
 Next $10 billion 0.340%   
 Next $10 billion 0.290%   
 Next $50 billion 0.240%   
 Next $50 billion 0.220%   
 Next $100 billion 0.210%   
 Any excess thereafter 0.205%   

PUTNAM TAX-FREE HIGH YIELD First $5 billion 0.630% $5,642,898 0.48% of average net assets 
FUND Next $5 billion 0.580%   
 Next $10 billion 0.530%   
 Next $10 billion 0.480%   
 Next $50 billion 0.430%   
 Next $50 billion 0.410%   
 Next $100 billion 0.400%   
 Any excess thereafter 0.395%   

PUTNAM U.S. GOVERNMENT First $5 billion 0.550% $5,771,426 0.40% of average net assets 
INCOME TRUST Next $5 billion 0.500%   
 Next $10 billion 0.450%   
 Next $10 billion 0.400%   
 Next $50 billion 0.350%   
 Next $50 billion 0.330%   
 Next $100 billion 0.320%   
 Any excess thereafter 0.315%   

PUTNAM VOYAGER FUND First $5 billion 0.710% $15,286,375 0.43% of average net assets 
 Next $5 billion 0.660%   
 Next $10 billion 0.610%   
 Next $10 billion 0.560%   
 Next $50 billion 0.510%   
 Next $50 billion 0.490%   
 Next $100 billion 0.480%   
 Any excess thereafter 0.475%   
 Benchmark: Russell 1000    
 Growth Index    
 Hurdle: N/A   
 Maximum Performance    
 Adjustment Rate: 0.12%   
 Minimum Performance    
 Adjustment Rate: -0.12%   

PUTNAM VT ABSOLUTE RETURN First $5 billion 0.880% $0 0.00% of average net assets 
500 FUND Next $5 billion 0.830%   
 Next $10 billion 0.780%   
 Next $10 billion 0.730%   
 Next $50 billion 0.680%   
 Next $50 billion 0.660%   
 Next $100 billion 0.650%   
 Any excess thereafter 0.645%   

PUTNAM VT AMERICAN First $5 billion 0.550% $505,029 0.41% of average net assets 
GOVERNMENT INCOME FUND Next $5 billion 0.500%   
 Next $10 billion 0.450%   
 Next $10 billion 0.400%   
 Next $50 billion 0.350%   
 Next $50 billion 0.330%   
 Next $100 billion 0.320%   
 Any excess thereafter 0.315%   

PUTNAM VT CAPITAL First $5 billion 0.780% $207,222 0.64% of average net assets 
OPPORTUNITIES FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

 

D-14 

 



   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM VT DIVERSIFIED First $5 billion 0.700% $2,532,568 0.56% of average net assets 
INCOME FUND Next $5 billion 0.650%   
 Next $10 billion 0.600%   
 Next $10 billion 0.550%   
 Next $50 billion 0.500%   
 Next $50 billion 0.480%   
 Next $100 billion 0.470%   
 Any excess thereafter 0.465%   

PUTNAM VT EQUITY INCOME First $5 billion 0.630% $1,806,301 0.49% of average net assets 
FUND Next $5 billion 0.580%   
 Next $10 billion 0.530%   
 Next $10 billion 0.480%   
 Next $50 billion 0.430%   
 Next $50 billion 0.410%   
 Next $100 billion 0.400%   
 Any excess thereafter 0.395%   

PUTNAM VT GEORGE PUTNAM First $5 billion 0.680% $956,470 0.54% of average net assets 
BALANCED FUND Next $5 billion 0.630%   
 Next $10 billion 0.580%   
 Next $10 billion 0.530%   
 Next $50 billion 0.480%   
 Next $50 billion 0.460%   
 Next $100 billion 0.450%   
 Any excess thereafter 0.445%   

PUTNAM VT GLOBAL ASSET First $5 billion 0.750% $1,280,104 0.61% of average net assets 
ALLOCATION FUND Next $5 billion 0.700%   
 Next $10 billion 0.650%   
 Next $10 billion 0.600%   
 Next $50 billion 0.550%   
 Next $50 billion 0.530%   
 Next $100 billion 0.520%   
 Any excess thereafter 0.515%   

PUTNAM VT GLOBAL EQUITY First $5 billion 0.850% $1,394,894 0.71% of average net assets 
FUND Next $5 billion 0.800%   
 Next $10 billion 0.750%   
 Next $10 billion 0.700%   
 Next $50 billion 0.650%   
 Next $50 billion 0.630%   
 Next $100 billion 0.620%   
 Any excess thereafter 0.615%   

PUTNAM VT GLOBAL HEALTH First $5 billion 0.780% $663,474 0.64% of average net assets 
CARE FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

PUTNAM VT GLOBAL UTILITIES First $5 billion 0.780% $724,377 0.64% of average net assets 
FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

PUTNAM VT GROWTH AND First $5 billion 0.630% $5,691,727 0.49% of average net assets 
INCOME FUND Next $5 billion 0.580%   
 Next $10 billion 0.530%   
 Next $10 billion 0.480%   
 Next $50 billion 0.430%   
 Next $50 billion 0.410%   
 Next $100 billion 0.400%   
 Any excess thereafter 0.395%   

 

D-15 

 



   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM VT GROWTH First $5 billion 0.710% $120,564 0.47% of average net assets 
OPPORTUNITIES FUND Next $5 billion 0.660%   
 Next $10 billion 0.610%   
 Next $10 billion 0.560%   
 Next $50 billion 0.510%   
 Next $50 billion 0.490%   
 Next $100 billion 0.480%   
 Any excess thereafter 0.475%   

PUTNAM VT HIGH YIELD FUND First $5 billion 0.720% $2,293,594 0.58% of average net assets 
 Next $5 billion 0.670%   
 Next $10 billion 0.620%   
 Next $10 billion 0.570%   
 Next $50 billion 0.520%   
 Next $50 billion 0.500%   
 Next $100 billion 0.490%   
 Any excess thereafter 0.485%   

PUTNAM VT INCOME FUND First $5 billion 0.550% $1,576,095 0.41% of average net assets 
 Next $5 billion 0.500%   
 Next $10 billion 0.450%   
 Next $10 billion 0.400%   
 Next $50 billion 0.350%   
 Next $50 billion 0.330%   
 Next $100 billion 0.320%   
 Any excess thereafter 0.315%   

PUTNAM VT INTERNATIONAL First $5 billion 0.850% $2,946,769 0.71% of average net assets 
EQUITY FUND Next $5 billion 0.800%   
 Next $10 billion 0.750%   
 Next $10 billion 0.700%   
 Next $50 billion 0.650%   
 Next $50 billion 0.630%   
 Next $100 billion 0.620%   
 Any excess thereafter 0.615%   

PUTNAM VT INTERNATIONAL First $5 billion 1.080% $497,013 0.89% of average net assets 
GROWTH FUND Next $5 billion 1.030%   
 Next $10 billion 0.980%   
 Next $10 billion 0.930%   
 Next $50 billion 0.880%   
 Next $50 billion 0.860%   
 Next $100 billion 0.850%   
 Any excess thereafter 0.845%   

PUTNAM VT INTERNATIONAL First $5 billion 0.850% $774,643 0.71% of average net assets 
VALUE FUND Next $5 billion 0.800%   
 Next $10 billion 0.750%   
 Next $10 billion 0.700%   
 Next $50 billion 0.650%   
 Next $50 billion 0.630%   
 Next $100 billion 0.620%   
 Any excess thereafter 0.615%   

PUTNAM VT INVESTORS FUND First $5 billion 0.710% $1,305,080 0.57% of average net assets 
 Next $5 billion 0.660%   
 Next $10 billion 0.610%   
 Next $10 billion 0.560%   
 Next $50 billion 0.510%   
 Next $50 billion 0.490%   
 Next $100 billion 0.480%   
 Any excess thereafter 0.475%   

PUTNAM VT MONEY MARKET First $5 billion 0.440% $164,496 0.07% of average net assets 
FUND Next $5 billion 0.390%   
 Next $10 billion 0.340%   
 Next $10 billion 0.290%   
 Next $50 billion 0.240%   
 Next $50 billion 0.220%   
 Next $100 billion 0.210%   
 Any excess thereafter 0.205%   

 

D-16 

 



   Amount of Management Fee Paid in the  
   Most Recent Fiscal Year (after applicable  
   waivers, performance adjustments and  
Fund Management Fee Schedule  reimbursements, if any) ($) Annual Rate at which Fees were Paid 

PUTNAM VT MULTI-CAP First $5 billion 0.710% $3,787,974 0.57% of average net assets 
GROWTH FUND Next $5 billion 0.660%   
 Next $10 billion 0.610%   
 Next $10 billion 0.560%   
 Next $50 billion 0.510%   
 Next $50 billion 0.490%   
 Next $100 billion 0.480%   
 Any excess thereafter 0.475%   

PUTNAM VT MULTI-CAP VALUE First $5 billion 0.710% $195,889 0.57% of average net assets 
FUND Next $5 billion 0.660%   
 Next $10 billion 0.610%   
 Next $10 billion 0.560%   
 Next $50 billion 0.510%   
 Next $50 billion 0.490%   
 Next $100 billion 0.480%   
 Any excess thereafter 0.475%   

PUTNAM VT RESEARCH FUND First $5 billion 0.710% $312,623 0.57% of average net assets 
 Next $5 billion 0.660%   
 Next $10 billion 0.610%   
 Next $10 billion 0.560%   
 Next $50 billion 0.510%   
 Next $50 billion 0.490%   
 Next $100 billion 0.480%   
 Any excess thereafter 0.475%   

PUTNAM VT SMALL CAP VALUE First $5 billion 0.780% $1,423,370 0.64% of average net assets 
FUND Next $5 billion 0.730%   
 Next $10 billion 0.680%   
 Next $10 billion 0.630%   
 Next $50 billion 0.580%   
 Next $50 billion 0.560%   
 Next $100 billion 0.550%   
 Any excess thereafter 0.545%   

PUTNAM VT VOYAGER FUND First $5 billion 0.710% $4,579,947 0.57% of average net assets 
 Next $5 billion 0.660%   
 Next $10 billion 0.610%   
 Next $10 billion 0.560%   
 Next $50 billion 0.510%   
 Next $50 billion 0.490%   
 Next $100 billion 0.480%   
 Any excess thereafter 0.475%   

 

* MSCI publishes two versions of this index reflecting the reinvestment of dividends using two different methodologies: gross dividends and net dividends. While both versions reflect reinvested dividends, they differ with respect to the manner in which taxes associated with dividend payments are treated. In calculating the net dividends version, MSCI incorporates reinvested dividends applying the withholding tax rate applicable to foreign non-resident institutional investors that do not benefit from double taxation treaties. Putnam Management believes that the net dividends version better reflects the returns U.S. investors might expect were they to invest directly in the component securities of the index.

(1) Putnam Emerging Markets Income Fund has not completed a full fiscal year of operations.

(2) Putnam Global Dividend Fund has not completed a full fiscal year of operations.

(3) Putnam Intermediate-Term Municipal Income Fund has not completed a full fiscal year of operations.

(4) The amounts for Putnam Low Volatility Equity Fund represent fees for the period March 18, 2013 (commencement of operations) to the fiscal period ended July 31, 2013.

(5) The amounts for Putnam Short Term Investment Fund represent fees for the period February 19, 2013 (commencement of operations) to the fiscal period ended July 31, 2013.

(6) Putnam Short-Term Municipal Income Fund has not completed a full fiscal year of operations.

(7) The amounts for Putnam Strategic Volatility Equity Fund represent fees for the period March 18, 2013 (commencement of operations) to the fiscal period ended July 31, 2013.

D-17 

 



Appendix E — Sub-Management and Sub-Advisory Contract 

 

PUTNAM FUNDS
SUB-MANAGEMENT CONTRACT 

 

This Sub-Management Contract is dated as of July 1, 2013 between PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”) and PUTNAM INVESTMENTS LIMITED, a company organized under the laws of England and Wales (the “Sub-Manager”).

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

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

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

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

1. SERVICES TO BE RENDERED BY SUB-MANAGER.

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

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

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

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

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

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

2. OTHER AGREEMENTS, ETC.

It is understood that any of the shareholders, Trustees, officers and employees of a Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Sub-Manager, and in any person controlled by or under common control with

E-1 

 



the Sub-Manager, and that the Sub-Manager and any person controlled by or under common control with the Sub-Manager may have an interest in such Fund. It is also understood that the Sub-Manager and any person controlled by or under common control with the Sub-Manager have and may have advisory, management, service or other contracts with other organizations and persons, and may have other interests and business.

3. COMPENSATION.

Except as provided below, the Manager will pay to the Sub-Manager as compensation for the Sub-Manager’s services rendered, a fee, computed and paid quarterly at the annual rate of 0.35% per annum of average aggregate net asset value of the assets in equity and asset allocation Allocated Sleeves and 0.40% per annum of average aggregate net asset value of the assets in fixed income Allocated Sleeves, except for fixed income Allocated Sleeves in certain fixed income Funds enumerated as follows (with the per annum fee provided in parentheses): Putnam Money Market Liquidity Fund (0.20%), Putnam Short Term Investment Fund (0.20%), Putnam Money Market Fund (0.25%), Putnam Tax Exempt Money Market Fund (0.25%), Putnam VT Money Market Fund (0.25%), Putnam Short Duration Income Fund (0.25%), Putnam Short-Term Municipal Income Fund (0.25%), Putnam American Government Income Fund (0.25%), Putnam Income Fund (0.25%), Putnam U.S. Government Income Trust (0.25%), Putnam VT American Government Income Fund (0.25%), and Putnam VT Income Fund (0.25%).

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

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

In the event that the Manager’s management fee from any of Putnam High Income Securities Fund, Putnam Master Intermediate Income Trust or Putnam Premier Income Trust is reduced pursuant to the investment management contract between such Fund and the Manager because during any Measurement Period (as defined below) the amount of interest payments and fees with respect to indebtedness or other obligation of the Fund incurred for investment leverage purposes, plus additional expenses attributable to any such leverage for investment purposes, exceeds the portion of the Fund’s net income and net short-term capital gains (but not long-term capital gains) accruing during such Measurement Period as a result of the fact that such indebtedness or other obligation was outstanding during the Measurement Period, the fee payable to the Sub-Manager with respect to such Fund shall be reduced in the same proportion as the fee paid to the Manager with respect to such Fund is so reduced. “Measurement Period” shall be any period for which payments of interest or fees (whether designated as such or implied) are payable in connection with any indebtedness or other obligation of the Fund incurred for investment purposes.

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

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

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

E-2 

 



5. EFFECTIVE PERIOD AND TERMINATION OFTHIS CONTRACT.

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

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

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

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

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

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

6. CERTAIN DEFINITIONS.

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

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

7. NON-LIABILITY OF SUB-MANAGER.

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

8. ADDITIONAL PROVISIONS.

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

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

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

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

PUTNAM INVESTMENTS LIMITED

By: ________________________________________ 
Joseph T. Phoenix 
Director 
 
PUTNAM INVESTMENT MANAGEMENT, LLC 
 
By:________________________________________ 
James P. Pappas 
Director of Trustee Relations and Authorized Person 

 

E-3 

 



Schedule A

(List of Putnam Funds updated through July 1, 2013)

Putnam Absolute Return 100 Fund
Putnam Absolute Return 300 Fund
Putnam Absolute Return 500 Fund
Putnam Absolute Return 700 Fund
Putnam American Government Income Fund
Putnam AMT-Free Municipal Fund
Putnam Arizona Tax Exempt Income Fund
Putnam Asia Pacific Equity Fund
Putnam California Tax Exempt Income Fund
Putnam Capital Spectrum Fund
Putnam Capital Opportunities Fund
Putnam Convertible Securities Fund
Putnam Diversified Income Trust
Putnam Dynamic Asset Allocation Balanced Fund
Putnam Dynamic Asset Allocation Conservative Fund
Putnam Dynamic Asset Allocation Equity Fund
Putnam Dynamic Asset Allocation Growth Fund
Putnam Dynamic Risk Allocation Fund
Putnam Equity Income Fund
Putnam Emerging Markets Equity Fund
Putnam Emerging Markets Income Fund
Putnam Europe Equity Fund
Putnam Equity Spectrum Fund
Putnam Floating Rate Income Fund
The Putnam Fund for Growth and Income
The George Putnam Fund of Boston (d/b/a George Putnam
Balanced Fund)
Putnam Global Consumer Fund
Putnam Global Dividend Fund
Putnam Global Energy Fund
Putnam Global Equity Fund
Putnam Global Financials Fund
Putnam Global Health Care Fund
Putnam Global Income Trust
Putnam Global Industrials Fund
Putnam Global Natural Resources Fund
Putnam Global Sector Fund
Putnam Global Technology Fund
Putnam Global Telecommunications Fund
Putnam Global Utilities Fund
Putnam Growth Opportunities Fund
Putnam High Income Securities Fund
Putnam High Yield Advantage Fund
Putnam High Yield Trust
Putnam Income Fund
Putnam Intermediate-Term Municipal Income Fund
Putnam International Capital Opportunities Fund
Putnam International Equity Fund
Putnam International Growth Fund
Putnam International Value Fund
Putnam Investors Fund
Putnam Low Volatility Equity Fund
Putnam Managed Municipal Income Trust
Putnam Massachusetts Tax Exempt Income Fund
Putnam Master Intermediate Income Trust
Putnam Michigan Tax Exempt Income Fund
Putnam Minnesota Tax Exempt Income Fund
Putnam Money Market Fund
Putnam Money Market Liquidity Fund
Putnam Mortgage Recovery Fund
Putnam Multi-Cap Core Fund
Putnam Multi-Cap Growth Fund
Putnam Multi-Cap Value Fund
Putnam Municipal Opportunities Trust
Putnam New Jersey Tax Exempt Income Fund
Putnam New York Tax Exempt Income Fund
Putnam Ohio Tax Exempt Income Fund
Putnam Pennsylvania Tax Exempt Income Fund
Putnam Premier Income Trust
Putnam Research 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 RetirementReady 2015 Fund
Putnam Retirement Income Fund Lifestyle 1
Putnam Retirement Income Fund Lifestyle 2
Putnam Retirement Income Fund Lifestyle 3
Putnam Short Duration Income Fund
Putnam Short Term Investment Fund
Putnam Short-Term Municipal Income Fund
Putnam Small Cap Growth Fund
Putnam Small Cap Value Fund
Putnam Strategic Volatility Equity Fund
Putnam Tax Exempt Income Fund
Putnam Tax Exempt Money Market Fund
Putnam Tax-Free High Yield Fund
Putnam U.S. Government Income Trust
Putnam Voyager Fund
Putnam VT Absolute Return 500 Fund
Putnam VT American Government Income Fund
Putnam VT Capital Opportunities Fund
Putnam VT Diversified Income Fund
Putnam VT Equity Income Fund
Putnam VT George Putnam Balanced Fund
Putnam VT Global Asset Allocation Fund
Putnam VT Global Equity Fund
Putnam VT Global Health Care Fund
Putnam VT Global Utilities Fund
Putnam VT Growth and Income Fund
Putnam VT Growth Opportunities Fund

E-4 

 



Putnam VT High Yield Fund
Putnam VT Income Fund
Putnam VT International Equity Fund
Putnam VT International Value Fund
Putnam VT International Growth Fund
Putnam VT Investors Fund
Putnam VT Money Market Fund
Putnam VT Multi-Cap Growth Fund
Putnam VT Multi-Cap Value Fund
Putnam VT Research Fund
Putnam VT Small Cap Value Fund
Putnam VT Voyager Fund

PUTNAM INVESTMENTS LIMITED

By: __________________________________ 
Joseph T. Phoenix 
Director 
 
PUTNAM INVESTMENT MANAGEMENT, LLC 
 
By: __________________________________
James P. Pappas 
Director of Trustee Relations and Authorized Person 

 

PUTNAM FUNDS
SUB-ADVISORY CONTRACT 

 

This Sub-Advisory Contract is dated as of July 1, 2013 between and among PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”), PUTNAM INVESTMENTS LIMITED, a company organized under the laws of England and Wales (“PIL”), and THE PUTNAM ADVISORY COMPANY, LLC, a Delaware limited liability company (the “Sub-Advisor”).

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

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

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

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

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

1. SERVICES TO BE RENDERED BY SUB-ADVISOR.

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

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

(c) The Sub-Advisor shall place all orders for the purchase and sale of portfolio investments for any Allocated Sleeve with brokers or dealers selected by the Sub-Advisor. In the selection of such brokers or dealers and the placing of such orders, the Sub-Advisor shall use its best efforts to obtain for the related Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Advisor, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and

E-5 

 



trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Funds may determine, the Sub-Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Manager or, in the case of a PIL-Advised Sleeve, PIL, or the Sub-Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Fund and to other clients of the Manager or PIL, as the case may be, or the Sub-Advisor as to which the Manager or PIL, as the case may be, or the Sub-Advisor exercises investment discretion. The Sub-Advisor agrees that in connection with purchases or sales of portfolio investments for any Fund, neither the Sub-Advisor nor any officer, director, employee or agent of the Sub-Advisor shall act as a principal or receive any commission other than as provided in Section 3.

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

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

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

2. OTHER AGREEMENTS, ETC.

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

3. COMPENSATION.

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

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

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

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

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

5. EFFECTIVE PERIOD AND TERMINATION OFTHIS CONTRACT.

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

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

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

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

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

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

6. CERTAIN DEFINITIONS.

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

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

7. NON-LIABILITY OF SUB-ADVISOR.

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

8. ADDITIONAL PROVISIONS.

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

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

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

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

PUTNAM INVESTMENTS LIMITED

By:____________________________________
Joseph T. Phoenix 
Director 
 
PUTNAM INVESTMENT MANAGEMENT, LLC 
 
By: ____________________________________ 
James P. Pappas 
Director of Trustee Relations and Authorized Person 
 
THE PUTNAM ADVISORY COMPANY, LLC 
 
By: 
James F. Clark 
Associate General Counsel 

 

Schedule A 
(List of Putnam Funds updated through July 1, 2013) 
 
Putnam Absolute Return 100 Fund 
Putnam Absolute Return 300 Fund 
Putnam Absolute Return 500 Fund 
Putnam Absolute Return 700 Fund 
Putnam Asia Pacific Equity Fund 
Putnam Capital Spectrum Fund 
Putnam Dynamic Asset Allocation Balanced Fund 
Putnam Dynamic Asset Allocation Conservative Fund 
Putnam Dynamic Asset Allocation Equity Fund 
Putnam Dynamic Asset Allocation Growth Fund 
Putnam Emerging Markets Equity Fund 
Putnam Equity Spectrum Fund 
Putnam Europe Equity Fund 
Putnam Global Consumer Fund 
Putnam Global Dividend Fund 
Putnam Global Energy Fund 
Putnam Global Equity Fund 
Putnam Global Financials Fund 
Putnam Global Health Care Fund 

 

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Putnam Global Industrials Fund 
Putnam Global Natural Resources Fund 
Putnam Global Sector Fund 
Putnam Global Technology Fund 
Putnam Global Telecommunications Fund 
Putnam Global Utilities Fund 
Putnam International Equity Fund 
Putnam International Growth Fund 
Putnam International Value Fund 
Putnam Research Fund 
Putnam Retirement Income Fund Lifestyle 2 
Putnam Retirement Income Fund Lifestyle 3 
Putnam VT Absolute Return 500 Fund 
Putnam VT Global Asset Allocation Fund 
Putnam VT Global Equity Fund 
Putnam VT Global Health Care Fund 
Putnam VT Global Utilities Fund 
Putnam VT International Equity Fund 
Putnam VT International Growth Fund 
Putnam VT International Value Fund 
Putnam VT Research Fund 

 

PUTNAM INVESTMENTS LIMITED

By:____________________________________
Joseph T. Phoenix 
Director 
 
PUTNAM INVESTMENT MANAGEMENT, LLC 
 
By:____________________________________
James P. Pappas 
Director of Trustee Relations and Authorized Person 
 
THE PUTNAM ADVISORY COMPANY, LLC 
 
By: 
James F. Clark 
Associate General Counsel 

 

Appendix F — Description of Contract Approval Process

Previous approval of management contracts

The approval by the Trustees in November 2013 of the proposed management contracts for your funds was preceded by their approval of interim management contracts in October 2013 and by their approval in June 2013 of the continuance of the currentmanagement contracts. The discussion below summarizes the principal factors considered by the Trustees in approving the continuance of the current management contracts in June 2013.

General conclusions

The Board of Trustees of the Putnam funds oversees the management of each fund and, as required by law, determines annually whether to approve the continuance of your fund’s management contract with Putnam Investment Management (“Putnam Management”), the sub-management contract with respect to your fund between Putnam Management and its affiliate, Putnam Investments Limited (“PIL”), and (for applicable funds) the sub-advisory contract among Putnam Management, PIL, and another affiliate, The Putnam Advisory Company (“PAC”). The Board of Trustees, with the assistance of its Contract Committee, requests and evaluates all information it deems reasonably necessary under the circumstances in connection with its annual contract review. The Contract Committee consists solely of Trustees who are not “interested persons” (as this term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Putnam funds (“Independent Trustees”).

At the outset of the review process, members of the Board’s independent staff and independent legal counsel met with representatives of Putnam Management to review the annual contract review materials furnished to the Contract Committee during the course of the previous year’s review and to discuss possible changes in these materials that might be necessary or desirable for the coming year. Following these discussions and in consultation with the Contract Committee, the Independent Trustees’ independent legal counsel requested that Putnam Management furnish specified information, together with any additional information that Putnam Management considered relevant, to the Contract Committee. Over the course of several months ending in June 2013, the Contract Committee met on a number of occasions with representatives of Putnam Management, and separately in executive session, to consider the information that Putnam Management provided. Throughout this process, the Contract Committee was assisted by the members of the Board’s independent staff and by independent legal counsel for the Putnam funds and the Independent Trustees.

In May 2013, the Contract Committee met in executive session to discuss and consider its preliminary recommendations with respect to the continuance of the contracts. At the Trustees’ June 20, 2013 meeting, the Contract Committee met in executive session with the other Independent Trustees to review a summary of the key financial data that the Contract Committee considered in the course of its review. The Contract Committee then presented its written report, which summarized the key factors that the Committee had considered and set forth its final recommendations. The Contract Committee then recommended, and the Independent Trustees approved, the continuance of your fund’s management, sub-management and (for applicable funds) sub-advisory contracts, effective

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July 1, 2013, subject to certain changes in the sub-management and sub-advisory contracts noted below. (Because PIL and PAC are affiliates of Putnam Management and Putnam Management remains fully responsible for all services provided by PIL and PAC, the Trustees have not evaluated PIL or PAC as separate entities, and all subsequent references to Putnam Management below should be deemed to include reference to PIL and PAC as necessary or appropriate in the context.)

The Independent Trustees’ approval was based on the following conclusions:

• That the fee schedule in effect for your fund represented reasonable compensation in light of the nature and quality of the services being provided to the fund, the fees paid by competitive funds, and the costs incurred by Putnam Management in providing services to the fund, and

• That the fee schedule represented an appropriate sharing between fund shareholders and Putnam Management of such economies of scale as may exist in the management of the fund at current asset levels.

These conclusions were based on a comprehensive consideration of all information provided to the Trustees and were not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations and how the Trustees considered these factors are described below, although individual Trustees may have evaluated the information presented differently, giving different weights to various factors. It is also important to recognize that the management arrangements for your fund and the other Putnam funds are the result of many years of review and discussion between the Independent Trustees and Putnam Management, that some aspects of the arrangements may receive greater scrutiny in some years than others, and that the Trustees’ conclusions may be based, in part, on their consideration of fee arrangements in previous years. For example, with some minor exceptions, the current fee arrangements in the management contracts for the Putnam funds were implemented at the beginning of 2010 following extensive review and discussion by the Trustees, as well as approval by shareholders.

As noted above, the Trustees considered certain administrative revisions to your fund’s sub-management and sub-advisory contracts. Putnam Management recommended that the sub-management contract be revised to reduce the sub-management fee that Putnam Management pays to PIL with respect to the portion of the portfolios of certain funds that may be allocated to PIL from time to time. Putnam Management also recommended that the sub-advisory contract be revised to reflect the closure of PAC’s Tokyo office and the termination of PAC’s non-discretionary investment adviser’s license with respect to that office. The Independent Trustees’ approval of these recommendations was based on their conclusion that these changes would have no practical effect on Putnam Management’s continued responsibility for the management ofthese funds or the costs borne by fund shareholders and would not result in any reduction in the nature and quality of services provided to the funds.

Management fee schedules and total expenses

The Trustees reviewed the management fee schedules in effect for all Putnam funds, including fee levels and breakpoints. The Trustees also reviewed the total expenses of each Putnam fund, recognizing that in most cases management fees represented the major, but not the sole, determinant of total costs to shareholders.

In reviewing fees and expenses, the Trustees generally focus their attention on material changes in circumstances — for example, changes in assets under management, changes in a fund’s investment style, changes in Putnam Management’s operating costs or profitability, or changes in competitive practices in the mutual fund industry — that suggest that consideration of fee changes might be warranted. The Trustees concluded that the circumstances did not warrant changes to the management fee structure of any fund.

Under its management contract, the open-end funds have the benefit of breakpoints in their management fee schedules that provide shareholders with economies of scale in the form of reduced fee levels as assets under management in the Putnam family of funds increase, and each closed-end funds have the benefit of breakpoints in their management fee schedules that provide shareholders with economies of scale in the form of reduced fee levels as the fund’s assets increase. The Trustees concluded that the fee schedule in effect for your fund represented an appropriate sharing of economies of scale between fund shareholders and Putnam Management.

In addition, certain fund’s management contracts provides that the fund’s management fees will be adjusted up or down depending upon whether the fund’s performance is better or worse than the performance of an appropriate index of securities prices specified in the management contract. In the course of reviewing investment performance, the Trustees examined the operation of those fund’s performance fees and concluded that the fees were operating effectively to align further Putnam Management’s economic interests with those of the fund’s shareholders.

As in the past, the Trustees also focused on the competitiveness of each fund’s total expense ratio. In order to ensure that expenses of the Putnam funds continue to meet competitive standards, the Trustees and Putnam Management have implemented certain expense limitations. These expense limitations were: (i) a contractual expense limitation applicable to all retail open-end funds of 32 basis points on investor servicing fees and expenses and (ii) a contractual expense limitation applicable to all open-end funds of 20 basis points on so-called “other expenses” (i.e., all expenses exclusive of management fees, investor servicing fees, distribution fees, investment-related expenses, interest, taxes, brokerage commissions, extraordinary

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expenses and acquired fund fees and expenses). These expense limitations serve in particular to maintain competitive expense levels for funds with large numbers of small shareholder accounts and funds with relatively small net assets. Most funds had sufficiently low expenses that these expense limitations did not apply. Putnam Management’s support for these expense limitations, including its agreement to reduce the expense limitation applicable to the open-end funds’ investor servicing fees and expenses as noted above, was an important factor in the Trustees’ decision to approve the continuance of your fund’s management, sub-management and sub-advisory contracts.

The Trustees reviewed comparative fee and expense information for competitive funds, which indicated that, in a custom peer group of competitive funds selected by Lipper Inc. (determined for each Putnam fund and the other funds in the custom peer group based on fund asset size and the applicable contractual management fee schedule), each Putnam fund ranked in particular percentiles in management fees and total expenses (excluding any applicable 12b-1 fees for open-end funds and excluding charges and expenses at the insurance company separate account level for the funds of Putnam Variable Trust) as of December 31, 2012 (the first quintile representing the least expensive funds and the fifth quintile the most expensive funds). (The comparative fee and expense information for Putnam Global Sector Fund, Putnam Retirement Income Fund Lifestyle 1, Putnam Retirement Income Fund Lifestyle 2, Putnam Retirement Income Fund Lifestyle 3 and each Putnam RetirementReady Fund included the fees and expenses of the underlying Putnam funds in which these funds invested, as well as the fees and expenses of the underlying funds in which each fund in these funds’ Lipper peer group invested.) The fee and expense data reported by Lipper as of December 31, 2012 reflected the most recent fiscal year-end data available in Lipper’s database at that time.

In connection with their review of the management fees and total expenses of the Putnam funds, the Trustees also reviewed the costs of the services provided and the profits realized by Putnam Management and its affiliates from their contractual relationships with the funds. This information included trends in revenues, expenses and profitability of Putnam Management and its affiliates relating to the investment management, investor servicing and distribution services provided to the funds. In this regard, the Trustees also reviewed an analysis of Putnam Management’s revenues, expenses and profitability, allocated on a fund-by-fund basis, with respect to the funds’ management, distribution, and investor servicing contracts. For each fund, the analysis presented information about revenues, expenses and profitability for each of the agreements separately and for the agreements taken together on a combined basis. The Trustees concluded that, at current asset levels, the fee schedules in place represented reasonable compensation for the services being provided and represented an appropriate sharing of such economies of scale as may exist in the management of the Putnam funds at that time.

The information examined by the Trustees as part of their annual contract review for the Putnam funds has included for many years information regarding fees charged by Putnam Management and its affiliates to institutional clients such as defined benefit pension plans, college endowments, and the like. This information included comparisons of those fees with fees charged to the funds, as well as an assessment of the differences in the services provided to these different types of clients. The Trustees observed that the differences in fee rates between institutional clients and mutual funds are by no means uniform when examined by individual asset sectors, suggesting that differences in the pricing of investment management services to these types of clients may reflect historical competitive forces operating in separate markets. The Trustees considered the fact that in many cases fee rates across different asset classes are higher on average for mutual funds than for institutional clients, as well as the differences between the services that Putnam Management provides to the Putnam funds and those that it provides to its institutional clients. The Trustees did not rely on these comparisons to any significant extent in concluding that the management fees paid by your fund are reasonable.

Investment performance

The quality of the investment process provided by Putnam Management represented a major factor in the Trustees’ evaluation of the quality of services provided by Putnam Management under your fund’s management contract. The Trustees were assisted in their review of the Putnam funds’ investment process and performance by the work of the investment oversight committees of the Trustees, which meet on a regular basis with the funds’ portfolio teams and with the Chief Investment Officer and other senior members of Putnam Management’s Investment Division throughout the year. The Trustees concluded that Putnam Management generally provides a high-quality investment process — based on the experience and skills of the individuals assigned to the management of fund portfolios, the resources made available to them, and in general Putnam Management’s ability to attract and retain high-quality personnel — but also recognized that this does not guarantee favorable investment results for every fund in every time period.

The Trustees considered that 2012 was a year of strong competitive performance for many of the Putnam funds, with only a relatively small number of exceptions. They noted that this strong performance was exemplified by the fact that the Putnam funds were recognized by Barron’s as the best performing mutual fund complex for 2012 — the second time in four years that Putnam Management has achieved this distinction for the Putnam funds. They also noted, however, the disappointing investment performance of some funds for periods ended December 31, 2012 and considered information provided by Putnam Management regarding the factors contributing to the underperformance and actions being taken to improve the performance of these particular funds. The Trustees indicated their intention to continue to monitor performance trends to assess the effectiveness of these efforts

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and to evaluate whether additional actions to address areas of underperformance are warranted.

For purposes of evaluating investment performance, the Trustees generally focus on competitive industry rankings for the one-year, three-year, and five-year periods. For a number of Putnam funds with relatively unique investment mandates, the Trustees evaluated performance based on comparisons of their absolute gross returns with the returns of selected investment benchmarks or targeted annualized returns.

The Trustees also considered a number of other changes that Putnam Management had made in recent years in efforts to support and improve fund performance generally. These changes included Putnam Management’s efforts to increase accountability and to reduce complexity in the portfolio management process for the Putnam equity funds by moving generally from a portfolio management team structure to a decision-making process that vests full authority and responsibility with individual portfolio managers and by affirming its commitment to a fundamental-driven approach to investing. The Trustees noted that Putnam Management had also worked to strengthen its fundamental research capabilities by adding new investment personnel to the large-cap equities research team and by bringing U.S. and international research under common leadership. In addition, the Trustees recognized that Putnam Management has adjusted the compensation structure for portfolio managers and research analysts so that only those who achieve top-quartile returns over a rolling three-year basis are eligible for full bonuses.

Brokerage and soft-dollar allocations; investor servicing

The Trustees considered various potential benefits that Putnam Management may receive in connection with the services it provides under the management contract with your fund. These include benefits related to brokerage allocation and the use of soft dollars, whereby a portion of the commissions paid by a fund for brokerage may be used to acquire research services that are expected to be useful to Putnam Management in managing the assets of the fund and of other clients. Subject to policies established by the Trustees, soft dollars generated by these means are used primarily to acquire brokerage and research services that enhance Putnam Management’s investment capabilities and supplement Putnam Management’s internal research efforts. However, the Trustees noted that a portion of available soft dollars continues to be used to pay fund expenses. The Trustees indicated their continued intent to monitor regulatory and industry developments in this area with the assistance of their Brokerage Committee and also indicated their continued intent to monitor the allocation of the Putnam funds’ brokerage in order to ensure that the principle of seeking best price and execution remains paramount in the portfolio trading process.

Putnam Management may also receive benefits from payments that the funds make to Putnam Management’s affiliates forinvestor or distribution services. In conjunction with the annual review of the funds’ management, sub-management and sub-advisory contracts, the Trustees reviewed the funds’ investor servicing agreement with Putnam Investor Services, Inc. (“PSERV”) and the open-end funds’ distributor’s contracts and distribution plans with Putnam Retail Management Limited Partnership (“PRM”), both of which are affiliates of Putnam Management. The Trustees concluded that the fees payable by the funds to PSERV and PRM, as applicable, for such services are reasonable in relation to the nature and quality of such services, the fees paid by competitive funds, and the costs incurred by PSERV and PRM, as applicable, in providing such services.

Appendix G — Auditors

As listed below, the Trustees have selected PricewaterhouseCoopers LLP, 125 High Street, Boston, Massachusetts 02110, or KPMG, 99 High Street, Boston, Massachusetts 02110, as the auditors for each fund’s current fiscal year. These firms are among the country’s preeminent auditors. Each firm was selected primarily on the basis of its expertise as auditors of investment companies, the quality of its audit services and the competitiveness of its fees. Representatives of each of PricewaterhouseCoopers LLP and KPMG LLP are expected to be present at the special meeting and to have the opportunity to make a statement and respond to appropriate questions.

A note for funds audited by PricewaterhouseCoopers LLP

A non-U.S. member firm in PricewaterhouseCoopers LLP’s global network of firms has an investment in certain non-U.S. funds now affiliated with Putnam Investments as a result of the July 2013 acquisition of the funds’ advisor by Putnam’s parent company, Great-West Lifeco Inc. The investment consists of pension plan assets for the benefit of the member firm’s personnel. The investment is inconsistent with the requirements of the Securities and Exchange Commission’s auditor independence rules. Your fund has been informed by PwC that to address this issue, the member firm is in the process of selecting different advisors not affiliated with Putnam to manage the relevant pension plans and transferring the plans’ assets to such advisors. None of the member firm’s personnel is on the PricewaterhouseCoopers LLP audit team for your fund, and none of the members of the audit team participates in the member firm’s pension plans. Based on its knowledge of the facts and its experience with PricewaterhouseCoopers LLP, the Audit and Compliance Committee of your fund’s Board of Trustees concluded that the investment by the PricewaterhouseCoopers LLP member firm would not affect PricewaterhouseCoopers LLP’s ability to render an objective audit opinion to your fund. Based on this conclusion and consideration of the potential risks that the disruption of a change of auditors could present, the Audit and Compliance Committee determined that PricewaterhouseCoopers LLP should continue to act as auditors for your fund.

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The following table presents fees billed to each indicated fund in each of its last two fiscal years ended prior to October 1, 2013 by PricewaterhouseCoopers LLP:

Fund Fiscal Year Ended Audit Fees Audit-Related Fees Tax Fees All Other Fees 

Putnam Absolute Return 500 Fund October 31, 2012 $154,468 $— $14,706 $1,679 

 October 31, 2011 $149,752 $— $10,157 $— 

Putnam Absolute Return 700 Fund October 31, 2012 $148,606 $— $14,700 $1,417 

 October 31, 2011 $159,580 $— $9,925 $— 

Putnam American Government Income FundSeptember 30, 2013 $119,789 $— $8,976 $— 

 September 30, 2012 $118,259 $— $9,036 $1,571 

Putnam AMT-Free Municipal Fund July 31, 2013 $65,477 $— $11,267 $— 

 July 31, 2012 $60,516 $— $11,298 $799 

Putnam Capital Opportunities Fund April 31, 2013 $62,119 $— $5,474 $— 

 April 31, 2012 $61,723 $— $5,416 $656 

Putnam Capital Spectrum Fund April 30, 2013 $95,656 $— $9,549 $— 

 April 31, 2012 $66,762 $— $9,417 $1,399 

Putnam Dynamic Asset Allocation Balanced FundSeptember 30, 2013 $154,835 $— $31,190 $— 

 September 30, 2012 $220,012 $— $31,591 $2,522 

Putnam Dynamic Asset Allocation Conservative FundSeptember 30, 2013 $128,446 $— $29,790 $— 

 September 30, 2012 $181,777 $— $29,883 $1,071 

Putnam Dynamic Asset Allocation Growth FundSeptember 30, 2013 $161,823 $— $34,890 $— 

 September 30, 2012 $229,014 $— $33,559 $3,084 

Putnam Dynamic Asset Allocation Equity FundMay 31, 2013 $73,558 $— $11,870 $— 

 May 31, 2012 $75,260 $— $14,922 $39 

Putnam Europe Equity Fund June 20, 2013 $62,142 $— $8,593 $— 

 June 20, 2012 $60,553 $— $8,397 $302 

The Putnam Fund for Growth and Income October 31, 2012 $234,489 $— $8,407 $8,735 

 October 31, 2011 $272,321 $— $12,363 $— 

The George Putnam Fund of Boston (d/b/aJuly 31, 2013 $117,377 $— $15,659 $— 
George Putnam Balanced Fund)      

 July 31, 2012 $136,346 $— $15,750 $2,356 

Putnam Global Health Care Fund August 31, 2013 $96,943 $— $10,066 $— 

 August 31, 2012 $76,430 $— $10,142 $1,902 

Putnam Global Income Trust October 31, 2012 $174,155 $— $17,851 $734 

 October 31, 2011 $149,859 $— $10,944 $— 

Putnam Global Sector Fund October 31, 2012 $12,251 $— $5,538 $— 

 October 31, 2011 $16,573 $— $3,137 $— 

Putnam Global Utilities Fund August 31, 2013 $56,726 $— $13,449 $— 

 August 31, 2012 $52,359 $— $13,014 $459 

Putnam High Income Securities Fund August 31, 2013 $72,576 $— $16,169 $— 

 August 31, 2012 $105,084 $— $16,179 $273 

Putnam International Capital Opportunities FundAugust 31, 2013 $91,226 $— $21,985 $— 

 August 31, 2012 $74,070 $— $15,630 $1,807 

Putnam International Equity Fund June 30, 2013 $109,525 $— $15,476 $— 

 June 30, 2012 $89,613 $— $15,497 $2,059 

Putnam International Growth Fund September 30, 2013 $75,191 $— $17,835 $— 

 September 30, 2012 $75,298 $— $16,822 $669 

Putnam International Value Fund June 30, 2013 $65,642 $— $11,466 $— 

 June 30, 2012 $56,665 $— $11,298 $420 

Putnam Massachusetts Tax Exempt Income FundMay 31, 2013 $56,188 $— $11,521 $— 

 May 31, 2012 $52,439 $— $11,211 $647 

Putnam Michigan Tax Exempt Income FundMay 31, 2013 $45,321 $— $11,521 $— 

 May 31, 2012 $41,736 $— $11,192 $154 

Putnam Minnesota Tax Exempt Income FundMay 31, 2013 $46,563 $— $11,521 $— 

 May 31, 2012 $44,128 $— $11,194 $204 

 

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Fund Fiscal Year Ended Audit Fees Audit-Related Fees Tax Fees All Other Fees 

Putnam Money Market Fund September 30, 2013 $91,529 $— $4,010 $— 

 September 30, 2012 $107,675 $— $4,165 $3,655 

Putnam Multi-Cap Growth Fund June 30, 2013 $211,800 $— $5,474 $— 

 June 30, 2012 $137,804 $— $5,550 $6,304 

Putnam Municipal Opportunities Trust April 30, 2013 $74,048 $32,284 $11,395 $— 

 April 30, 2012 $71,280 $31,344 $12,604 $1,083 

Putnam New Jersey Tax Exempt Income Fund May 31, 2013 $52,845 $— $11,521 $— 

 May 31, 2012 $48,126 $— $11,205 $500 

Putnam Ohio Tax Exempt Income Fund May 31, 2013 $48,608 $— $11,521 $— 

 May 31, 2012 $47,678 $— $11,198 $299 

Putnam Pennsylvania Tax Exempt Income Fund May 31, 2013 $51,805 $— $11,521 $— 

 May 31, 2012 $47,454 $— $11,204 $459 

Putnam RetirementReady 2055 Fund July 31, 2013 $562 $— $223 $— 

 July 31, 2012 $214 $— $105 $— 

Putnam RetirementReady 2050 Fund July 31, 2013 $5,521 $— $2,189 $— 

 July 31, 2012 $3,598 $— $1,760 $— 

Putnam RetirementReady 2045 Fund July 31, 2013 $7,762 $— $3,077 $— 

 July 31, 2012 $5,786 $— $2,830 $— 

Putnam RetirementReady 2040 Fund July 31, 2013 $11,198 $— $4,439 $— 

 July 31, 2012 $8,386 $— $4,101 $— 

Putnam RetirementReady 2035 Fund July 31, 2013 $16,482 $— $6,533 $— 

 July 31, 2012 $12,874 $— $6,296 $— 

Putnam RetirementReady 2030 Fund July 31, 2013 $21,611 $— $8,567 $— 

 July 31, 2012 $17,287 $— $8,455 $— 

Putnam RetirementReady 2025 Fund July 31, 2013 $25,172 $— $9,978 $— 

 July 31, 2012 $20,211 $— $9,885 $— 

Putnam RetirementReady 2020 Fund July 31, 2013 $22,129 $— $8,772 $— 

 July 31, 2012 $18,931 $— $9,259 $— 

Putnam RetirementReady 2015 Fund July 31, 2013 $16,124 $— $6,391 $— 

 July 31, 2012 $15,025 $— $7,348 $— 

Putnam Retirement Income Fund Lifestyle 1 July 31, 2013 $14,270 $— $5,657 $— 

 July 31, 2012 $11,830 $— $5,786 $— 

Putnam Retirement Income Fund Lifestyle 2 August 31, 2013 $47,809 $— $7,416 $— 

 August 31, 2012 $52,490 $— $7,416 $11 

Putnam Retirement Income Fund Lifestyle 3 February 28, 2013 $82,890 $— $7,575 $— 

 February 28, 2012 $88,434 $— $4,290 $31 

Putnam Short Term Investment Fund July 31,2013(1) $63,545 $— $3,600 $— 

Putnam Small Cap Growth Fund June 30, 2013 $52,294 $— $7,066 $— 

 June 30, 2012 $52,075 $— $6,899 $238 

Putnam Tax Exempt Money Market Fund September 30, 2013 $46,945 $— $4,392 $— 

 September 30, 2012 $44,394 $— $4,396 $110 

Putnam Tax-Free High Yield Fund July 31, 2013 $96,150 $— $12,859 $— 

 July 31, 2012 $83,316 $— $12,939 $2,049 

Putnam Voyager Fund July 31, 2013 $220,449 $— $9,756 $— 

 July 31, 2012 $187,242 $— $10,826 $7,414 

Putnam VT Absolute Return 500 Fund December 31, 2012 $91,404 $— $6,592 $25 

 December 31, 2011 $75,795 $— $5,601 $— 

Putnam VT American Government Income Fund December 31, 2012 $60,234 $— $3,140 $281 

 December 31, 2011 $51,923 $— $2,678 $— 

Putnam VT Capital Opportunities Fund December 31, 2012 $28,450 $— $2,122 $64 

 December 31, 2011 $31,600 $— $1,813 $— 

Putnam VT Diversified Income Fund December 31, 2012 $174,153 $— $8,445 $890 

 December 31, 2011 $153,148 $— $9,360 $— 

Putnam VT Equity Income Fund December 31, 2012 $44,867 $— $2,122 $731 

 December 31, 2011 $49,013 $— $1,828 $— 

 

G-3 

 



Fund Fiscal Year Ended Audit Fees Audit-Related Fees Tax Fees All Other Fees 

Putnam VT George Putnam Balanced Fund December 31, 2012 $91,318 $— $5,856 $365 

 December 31, 2011 $94,486 $— $4,994 $— 

Putnam VT Global Asset Allocation Fund December 31, 2012 $137,663 $— $11,506 $426 

 December 31, 2011 $128,870 $— $9,031 $— 

Putnam VT Global Equity Fund December 31, 2012 $64,252 $— $7,214 $392 

 December 31, 2011 $67,301 $— $9,196 $— 

Putnam VT Global Health Care Fund December 31, 2012 $33,940 $— $3,961 $201 

 December 31, 2011 $37,320 $— $3,598 $— 

Putnam VT Global Utilities Fund December 31, 2012 $33,011 $— $4,852 $246 

 December 31, 2011 $36,806 $— $4,358 $— 

Putnam VT Growth and Income Fund December 31, 2012 $95,108 $— $3,480 $2,337 

 December 31, 2011 $107,799 $— $3,042 $— 

Putnam VT Growth Opportunities Fund December 31, 2012 $35,470 $— $2,461 $48 

 December 31, 2011 $37,541 $— $2,092 $— 

Putnam VT High Yield Fund December 31, 2012 $92,091 $— $5,135 $775 

 December 31, 2011 $95,878 $— $4,391 $— 

Putnam VT Income Fund December 31, 2012 $146,842 $— $3,904 $797 

 December 31, 2011 $124,754 $— $3,349 $— 

Putnam VT International Equity Fund December 31, 2012 $63,920 $— $5,659 $839 

 December 31, 2011 $71,173 $— $3,564 $— 

Putnam VT International Growth Fund December 31, 2012 $42,998 $— $8,856 $115 

 December 31, 2011 $46,085 $— $10,758 $— 

Putnam VT International Value Fund December 31, 2012 $43,359 $— $4,937 $225 

 December 31, 2011 $47,613 $— $5,963 $— 

Putnam VT Investors Fund December 31, 2012 $42,050 $— $3,961 $476 

 December 31, 2011 $46,458 $— $6,608 $— 

Putnam VT Money Market Fund December 31, 2012 $52,382 $— $1,994 $517 

 December 31, 2011 $56,515 $— $1,717 $— 

Putnam VT Multi-Cap Growth Fund December 31, 2012 $52,852 $— $2,461 $1,311 

 December 31, 2011 $60,230 $— $2,139 $— 

Putnam VT Multi-Cap Value Fund December 31, 2012 $28,553 $— $2,122 $69 

 December 31, 2011 $31,721 $— $1,814 $— 

Putnam VT Research Fund December 31, 2012 $35,616 $— $2,716 $112 

 December 31, 2011 $38,000 $— $2,310 $— 

Putnam VT Small Cap Value Fund December 31, 2012 $36,454 $— $2,631 $459 

 December 31, 2011 $41,588 $— $2,250 $— 

Putnam VT Voyager Fund December 31, 2012 $87,826 $— $4,961 $1,588 

 December 31, 2011 $98,551 $— $5,756 $— 

 

(1) The amounts for Putnam Short Term Investment Fund represent fees for the period February 19, 2013 (commencement of operations) to the fiscal period ended July 31, 2013.

The following table presents fees billed to each indicated fund in each of its last two fiscal years ended prior to October 1, 2013 by KPMG LLP:

Fund Fiscal Year Ended Audit Fees Audit-Related Fees Tax Fees All Other Fees 

Putnam Absolute Return 100 Fund October 31, 2012 $87,871 $— $5,150 $— 

 October 31, 2011 $86,191 $— $5,000 $— 

Putnam Absolute Return 300 Fund October 31, 2012 $88,458 $— $5,150 $— 

 October 31, 2011 $86,680 $— $5,000 $— 

Putnam Arizona Tax Exempt Income Fund May 31, 2013 $51,929 $— $6,300 $— 

 May 31, 2012 $44,743 $— $6,100 $— 

Putnam Asia Pacific Equity Fund April 30, 2013 $37,955 $— $3,450 $— 

 April 30, 2012 $41,355 $— $3,350 $— 

Putnam California Tax Exempt Fund September 30, 2013 $58,141 $— $6,458 $— 

 September 30, 2012 $56,702 $— $6,300 $— 

 

G-4 

 



Fund Fiscal Year Ended Audit Fees Audit-Related Fees Tax Fees All Other Fees 

Putnam Convertible Securities Fund October 31, 2012 $36,744 $— $4,100 $— 

 October 31, 2011 $45,079 $— $4,000 $— 

Putnam Diversified Income Trust September 30, 2013 $148,356 $— $6,458 $— 

 September 30, 2012 $153,715 $— $6,300 $— 

Putnam Dynamic Risk Allocation Fund May 31, 2013 $65,488 $— $4,650 $— 

 May 31, 2012(1) $70,513 $— $4,500 $— 

Putnam Emerging Markets Equity Fund August 31, 2013 $45,734 $— $4,963 $— 

 August 31, 2012 $44,622 $— $4,850 $— 

Putnam Equity Income Fund November 30, 2012 $43,672 $— $4,100 $— 

 November 30, 2011 $52,940 $— $4,000 $— 

Putnam Equity Spectrum Fund April 30, 2013 $36,893 $— $3,450 $— 

 April 30, 2012 $41,599 $— $3,350 $— 

Putnam Floating Rate Income Fund February 28, 2013 $83,263 $— $6,900 $— 

 February 28, 2012 $80,841 $— $6,700 $— 

Putnam Global Consumer Fund August 31, 2013 $39,684 $— $4,300 $— 

 August 31, 2012 $38,708 $— $4,200 $— 

Putnam Global Energy Fund August 31, 2013 $39,686 $— $4,300 $— 

 August 31, 2012 $38,711 $— $4,200 $— 

Putnam Global Equity Fund October 31, 2012 $41,872 $— $4,650 $— 

 October 31, 2011 $58,738 $— $4,550 $— 

Putnam Global Financials Fund August 31, 2013 $39,684 $— $4,300 $— 

 August 31, 2012 $42,705 $— $4,200 $— 

Putnam Global Industrials Fund August 31, 2013 $39,682 $— $4,300 $— 

 August 31, 2012 $38,706 $— $4,200 $— 

Putnam Global Natural Resources Fund August 31, 2013 $39,763 $— $4,200 $— 

 August 31, 2012 $42,810 $— $4,100 $— 

Putnam Global Technology Fund August 31, 2013 $39,682 $— $4,300 $— 

 August 31, 2012 $38,707 $— $4,200 $— 

Putnam Global Telecommunications Fund August 31, 2013 $39,684 $— $4,300 $— 

 August 31, 2012 $38,706 $— $4,200 $— 

Putnam Growth Opportunities Fund July 31, 2013 $42,920 $— $4,200 $— 

 July 31, 2012 $45,752 $— $4,100 $— 

Putnam High Yield Advantage Fund November 30, 2012 $80,880 $— $4,450 $— 

 November 30, 2011 $82,325 $— $4,350 $— 

Putnam High Yield Trust August 31, 2013 $77,467 $— $6,457 $— 

 August 31, 2012 $81,549 $— $6,300 $— 

Putnam Income Fund October 31, 2012 $109,651 $— $6,300 $— 

 October 31, 2011 $101,397 $— $6,100 $— 

Putnam Investors Fund July 31, 2013 $39,093 $— $4,200 $— 

 July 31, 2012 $41,716 $— $4,100 $— 

Putnam Low Volatility Equity Fund July 31, 2013(2) $33,504 $— $3,500 $— 

Putnam Managed Municipal Income Trust October 31, 2012 $68,324 $26,550 $6,300 $— 

 October 31, 2011 $66,220 $25,300 $6,100 $— 

Putnam Master Intermediate Income Trust September 30, 2013 $129,389 $— $6,458 $— 

 September 30, 2012 $136,019 $— $6,300 $— 

Putnam Money Market Liquidity Fund September 30, 2013 $38,091 $— $3,425 $— 

 September 30, 2012 $37,953 $— $3,350 $— 

Putnam Multi-Cap Core Fund April 30, 2013 $28,456 $— $2,950 $— 

 April 30, 2012 $32,405 $— $2,900 $— 

Putnam Multi-Cap Value Fund April 30, 2013 $34,331 $— $4,100 $— 

 April 30, 2012 $45,045 $— $4,000 $— 

Putnam New York Tax Exempt Income Fund November 30, 2012 $56,439 $— $6,300 $— 

 November 30, 2011 $56,941 $— $6,100 $— 

Putnam Premier Income Trust July 31, 2013 $153,053 $— $6,458 $— 

 July 31, 2012 $158,194 $— $6,300 $— 

 

G-5 

 



Fund Fiscal Year Ended Audit Fees Audit-Related Fees Tax Fees All Other Fees 

Putnam Research Fund July 31, 2013 $36,668 $— $4,200 $— 

 July 31, 2012 $39,696 $— $4,100 $— 

Putnam Short Duration Income Fund July 31, 2013 $64,867 $— $4,100 $— 

 July 31, 2012(3) $62,909 $— $7,000 $— 

Putnam Small Cap Value Fund February 28, 2013 $36,471 $— $4,100 $— 

 February 28, 2012 $48,651 $— $4,000 $— 

Putnam Strategic Volatility Equity Fund July 31, 2013(2) $33,501 $— $3,500 $— 

Putnam Tax Exempt Income Fund September 30, 2013 $57,855 $— $6,458 $— 

 September 30, 2012 $56,432 $— $6,300 $— 

Putnam U.S. Government Income Trust September 30, 2013 $116,925 $— $4,763 $— 

 September 30, 2012 $122,150 $— $4,650 $— 


(1) The amounts for Putnam Dynamic Risk Allocation Fund represent fees for the period September 19, 2011 (commencement of operations) to the fiscal period ended May 31, 2012.

(2) The amounts for Putnam Low Volatility Equity Fund and Putnam Strategic Volatility Equity Fund represent fees for the period March 18, 2013 (commencement of operations) to the fiscal period ended July 31, 2013.

(3) The amounts for Putnam Short duration Income Fund represent fees for the period October 17, 2011 (commencement of operations) to the fiscal period ended July 31, 2012.

As of the date of this proxy statement, the following funds had not yet completed a full fiscal year of operations: Putnam Emerging Markets Income Fund; Putnam Global Dividend Fund; Putnam Intermediate-Term Municipal Income Fund; Putnam Low Volatility Equity Fund; Putnam Short-Term Municipal Income Fund; and Putnam Strategic Volatility Equity Fund (each audited by KPMG LLP) ; and Putnam Short Term Investment Fund (audited by PricewaterhouseCoopers LLP).

Audit Feesrepresent fees billed for a fund’s last two fiscal years relating to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements. Audit-Related Fees represent fees billed in a fund’s last two fiscal years for services traditionally performed by the fund’s auditor, including accounting consultation for proposed transactions or concerningfinancial accounting and reporting standards and other audit or attest services not required by statute or regulation.

Tax Feesrepresent fees billed in a fund’s last two fiscal years for tax compliance, tax planning and tax advice services. Tax planning and tax advice services include assistance with tax audits, employee benefit plans and requests for rulings or technical advice from taxing authorities.

All Other Feesrepresent fees billed for services relating to analysis of fund profitability.

The following tables present the amounts PricewaterhouseCoopers LLP billed for aggregate non-audit fees to each fund, Putnam Management and any entity controlling, controlled by or under common control with Putnam Management that provides ongoing services to the fund in each of the fund’s last two fiscal years ended prior to October 1, 2013:

Putnam Absolute Return 500 Fund Oct. 31, 2013: $255,895 Oct. 31, 2012: $187,539 

Putnam Absolute Return 700 Fund Oct. 31, 2013: $255,626 Oct. 31, 2012: $187,307 

Putnam American Government Income Fund Sept. 30, 2013: $158,976 Sept. 30, 2012: $172,616 

Putnam AMT-Free Municipal Fund July 31, 2013: $158,767 July 31, 2012: $174,106 

Putnam Capital Opportunities Fund April 30, 2013: $152,974 April 31, 2012: $123,453 

Putnam Capital Spectrum Fund April 30, 2013: $157,049 April 31, 2012: $128,199 

Putnam Dynamic Asset Allocation Balanced Fund Sept. 30, 2013: $181,190 Sept. 30, 2012: $196,121 

Putnam Dynamic Asset Allocation Conservative Fund Sept. 30, 2013: $179,790 Sept. 30, 2012: $192,963 

Putnam Dynamic Asset Allocation Equity Fund May 31, 2013: $159,370 May 31, 2012: $107,713 

Putnam Dynamic Asset Allocation Growth Fund Sept. 30, 2013: $184,890 Sept. 30, 2012: $198,652 

Putnam Europe Equity Fund June 30, 2013: $156,093 June 30, 2012: $201,713 

The Putnam Fund for Growth and Income Oct. 31, 2012: $256,651 Oct. 31, 2011: $189,745 

The George Putnam Fund of Boston (d/b/a Sept. 30, 2013: $163,159 Sept. 30, 2012: $180,115 
George Putnam Balanced Fund)   

Putnam Global Health Care Fund Aug. 30, 2013: $157,566 Aug. 30, 2012: $174,052 

Putnam Global Income Trust Oct. 31, 2012: $258,095 Oct. 31, 2011: $188,326 

Putnam Global Sector Fund Oct. 31, 2012: $245,047 Oct. 31, 2011: $180,519 

Putnam Global Utilities Fund Aug. 30, 2013: $160,949 Aug. 30, 2012: $175,482 

Putnam High Income Securities Fund Aug. 31, 2013: $163,669 Aug. 31, 2012: $178,460 

 

G-6 

 



Putnam International Capital Opportunities Fund Aug. 31, 2013: $169,485 Aug. 31, 2012: $179,446 

Putnam International Equity Fund June 30, 2013: $162,976 June 30, 2012: $210,569 

Putnam International Growth Fund Sept. 30, 2013: $167,835 Sept. 30, 2012: $179,500 

Putnam International Value Fund June 30, 2013: $158,966 June 30, 2012: $ 204,732 

Putnam Massachusetts Tax Exempt Income Fund July 31, 2013: $159,021 July 31, 2012: $104,610 

Putnam Michigan Tax Exempt Income Fund Sept. 30, 2013: $159,021 Sept. 30, 2012: $104,098 

Putnam Minnesota Tax Exempt Income Fund June 30, 2013: $159,021 June 30, 2012: $104,150 

Putnam Money Market Fund Sept. 30, 2013: $154,010 Sept. 30, 2012: $169,828 

Putnam Multi-Cap Growth Fund June 30, 2013: $152,974 June 30, 2012: $204,867 

Putnam Municipal Opportunities Trust April 30, 2013: $191,179 April 30, 2012: $162,414 

Putnam New Jersey Tax Exempt Income Fund May 31, 2013: $159,021 May 31, 2012: $104,150 

Putnam Ohio Tax Exempt Income Fund May 31, 2013: $159,021 May 31, 2012: $104,248 

Putnam Pennsylvania Tax Exempt May 31, 2013: $159,021 May 31, 2012: $104,415 

Putnam RetirementReady 2055 Fund July 31, 2013: $147,723 July 31, 2012: $162,114 

Putnam RetirementReady 2050 Fund July 31, 2013: $149,689 July 31, 2012: $163,769 

Putnam RetirementReady 2045 Fund July 31, 2013: $150,577 July 31, 2012: $164,839 

Putnam RetirementReady 2040 Fund July 31, 2013: $151,939 July 31, 2012: $166,110 

Putnam RetirementReady 2035 Fund July 31, 2013: $154,033 July 31, 2012: $168,305 

Putnam RetirementReady 2030 Fund July 31, 2013: $156,067 July 31, 2012: $170,464 

Putnam RetirementReady 2025 Fund July 31, 2013: $157,478 July 31, 2012: $171,894 

Putnam RetirementReady 2020 Fund July 31, 2013: $156,272 July 31, 2012: $171,268 

Putnam RetirementReady 2015 Fund July 31, 2013: $153,891 July 31, 2012: $169,357 

Putnam Retirement Income Fund Lifestyle 1 July 31, 2013: $153,157 July 31, 2012: $167,795 

Putnam Retirement Income Fund Lifestyle 2 Aug. 31, 2013: $154,916 Aug. 31, 2012: $169,437 

Putnam Retirement Income Fund Lifestyle 3 Feb. 28, 2013: $259,687 Feb. 28, 2012: $121,703 

Putnam Short Term Investment Fund (1) July 31, 2013: $151,100 N/A 

Putnam Small Cap Growth Fund June 30, 2013: $154,566 June 30, 2012: $200,151 

Putnam Tax Exempt Money Market Fund Sept. 30, 2013: $154,392 Sept. 30, 2012: $166,515 

Putnam Tax-Free High Yield Fund July 31, 2013: $157,256 July 31, 2012: $160,359 

Putnam Voyager Fund July 31, 2013: $157,256 July 31, 2012: $180,249 

Putnam VT Absolute Return 500 Fund Dec. 31, 2012: $258,729 Dec. 31, 2011: $132,983 

Putnam VT American Government Income Fund Dec. 31, 2012: $255,533 Dec. 31, 2011: $130,060 

Putnam VT Capital Opportunities Fund Dec. 31, 2012: $254,298 Dec. 31, 2011: $129,195 

Putnam VT Diversified Income Fund Dec. 31, 2012: $261,447 Dec. 31, 2011: $136,742 

Putnam VT Equity Income Fund Dec. 31, 2012: $254,965 Dec. 31, 2011: $129,210 

Putnam VT George Putnam Balanced Fund Dec. 31, 2012: $258,333 Dec. 31, 2011: $132,376 

Putnam VT Global Asset Allocation Fund Dec. 31, 2012: $264,044 Dec. 31, 2011: $136,413 

Putnam VT Global Equity Fund Dec. 31, 2012: $259,718 Dec. 31, 2011: $136,578 

Putnam VT Global Health Care Fund Dec. 31, 2012: $256,274 Dec. 31, 2011: $130,980 

Putnam VT Global Utilities Fund Dec. 31, 2012: $257,210 Dec. 31, 2011: $131,740 

Putnam VT Growth and Income Fund Dec. 31, 2012: $257,929 Dec. 31, 2011: $130,424 

Putnam VT Growth Opportunities Fund Dec. 31, 2012: $254,621 Dec. 31, 2011: $129,474 

Putnam VT High Yield Fund Dec. 31, 2012: $258,022 Dec. 31, 2011: $131,773 

Putnam VT Income Fund Dec. 31, 2012: $256,813 Dec. 31, 2011: $130,731 

Putnam VT International Equity Fund Dec. 31, 2012: $258,610 Dec. 31, 2011: $130,946 

Putnam VT International Growth Fund Dec. 31, 2012: $261,083 Dec. 31, 2011: $138,140 

Putnam VT International Value Fund Dec. 31, 2012: $257,214 Dec. 31, 2011: $133,345 

Putnam VT Investors Fund Dec. 31, 2012: $256,549 Dec. 31, 2011: $133,990 

Putnam VT Money Market Fund Dec. 31, 2012: $254,626 Dec. 31, 2011: $129,099 

Putnam VT Multi-Cap Growth Fund Dec. 31, 2012: $255,884 Dec. 31, 2011: $129,521 

Putnam VT Multi-Cap Value Fund Dec. 31, 2012: $254,303 Dec. 31, 2011: $129,196 

Putnam VT Research Fund Dec. 31, 2012: $254,940 Dec. 31, 2011: $129,692 

Putnam VT Small Cap Value Fund Dec. 31, 2012: $255,202 Dec. 31, 2011: $129,632 

Putnam VT Voyager Fund Dec. 31, 2012: $258,661 Dec. 31, 2011: $133,138 

 

G-7 

 



The following tables present the amounts KPMG LLP billed for aggregate non-audit fees to each fund, Putnam Management and any entity controlling, controlled by or under common control with Putnam Management that provides ongoing services to the fund in each of the fund’s last two fiscal years ended prior to October 1, 2013:

Putnam Absolute Return 100 Fund Oct. 31, 2012: $5,150 Oct. 31, 2011: $5,000 

Putnam Absolute Return 300 Fund Oct. 31, 2012: $5,150 Oct. 31, 2011: $5,000 

Putnam Arizona Tax Exempt Income Fund May 31, 2013: $6,300 May 31, 2012: $6,100 

Putnam Asia Pacific Equity Fund April 30, 2013: $3,450 April 30, 2012: $3,350 

Putnam California Tax Exempt Income Fund Sept. 30, 2013: $6,458 Sept. 30, 2012: $6,300 

Putnam Convertible Securities Fund Oct. 31, 2012: $4,100 Oct. 31, 2011: $4,000 

Putnam Diversified Income Trust Sept. 30, 2013: $6,458 Sept. 30, 2012: $6,300 

Putnam Dynamic Risk Allocation Fund (2) May 31, 2013: $4,650 May 31, 2012: $4,500 

Putnam Emerging Markets Equity Fund Aug. 31, 2013: $4,963 Aug. 31, 2012: $4,850 

Putnam Equity Income Fund Nov. 30, 2012: $4,100 Nov. 30, 2011: $4,000 

Putnam Equity Spectrum Fund April 30, 2013: $3,450 April 31, 2012: $3,350 

Putnam Floating Rate Income Fund Feb. 28, 2013: $6,900 Feb. 28, 2012: $6,700 

Putnam Global Consumer Fund Aug. 31, 2013: $4,300 Aug. 31, 2012: $4,200 

Putnam Global Energy Fund Aug. 31, 2013: $4,300 Aug. 31, 2012: $4,200 

Putnam Global Equity Fund Oct. 31, 2012: $4,650 Oct. 31, 2011: $4,550 

Putnam Global Financials Fund Aug. 31, 2013: $4,300 Aug. 31, 2012: $4,200 

Putnam Global Industrials Fund Aug. 31, 2013: $4,300 Aug. 31, 2012: $4,200 

Putnam Global Natural Resources Fund Aug. 31, 2013: $4,200 Aug. 31, 2012: $4,100 

Putnam Global Technology Fund Aug. 31, 2013: $4,300 Aug. 31, 2012: $4,200 

Putnam Global Telecommunications Fund Aug. 31, 2013: $4,300 Aug. 31, 2012: $4,200 

Putnam Growth Opportunities Fund July 31, 2013: $4,200 July 31, 2012: $4,100 

Putnam High Yield Advantage Fund Nov. 30, 2012: $4,450 Nov. 30, 2011: $4,350 

Putnam High Yield Trust Aug. 31, 2013: $6,457 Aug. 31, 2012: $6,300 

Putnam Income Fund Oct. 31, 2012: $6,300 Oct. 31, 2011: $6,100 

Putnam Investors Fund July 31, 2013: $4,200 July 31, 2012: $4,100 

Putnam Low Volatility Equity Fund (3) July 31, 2013: $3,500 N/A 

Putnam Managed Municipal Income Trust Oct 31, 2012: $32,850 Oct 31, 2011: $31,400 

Putnam Master Intermediate Income Trust Sept 30, 2013: $6,458 Sept 30, 2012: $6,300 

Putnam Money Market Liquidity Fund Sept. 30, 2013: $3,425 Sept. 30, 2012: $3,350 

Putnam Multi-Cap Core Fund April 30, 2013: $2,950 April 30, 2012: $2,900 

Putnam Multi-Cap Value Fund April 30, 2013: $4,100 April 30 , 2012: $4,000 

Putnam New York Tax Exempt Income Fund Nov. 30, 2012: $6,300 Nov. 30, 2011: $6,100 

Putnam Premier Income Trust July 31, 2013: $6,458 July 31, 2012: $6,300 

Putnam Research Fund July 31, 2013: $4,200 July 31, 2012: $4,100 

Putnam Short Duration Income Fund (4) July 31, 2013: $4,100 July 31, 2012 : $7,000 

Putnam Small Cap Value Fund Feb 28, 2013: $4,100 Feb. 28, 2012: $4,000 

Putnam Strategic Volatility Equity Fund (5) July 31, 2013: $3,500 N/A 

Putnam Tax Exempt Income Fund Sept. 30, 2013: $6,458 Sept. 30, 2012: $6,300 

Putnam U.S. Government Income Trust Sept. 30, 2013: $4,763 Sept. 30, 2012: $4,650 

 

G-8 

 



Pre-Approval Policies of the Audit and Compliance Committee.

The Audit and Compliance Committee of the Putnam funds has determined that, as a matter of policy, all work performed for the funds by the funds’ auditors will be preapproved by the Committee itself and thus will generally not be subject to pre-approval procedures.

The Audit and Compliance Committee also has adopted a policy to pre-approve the engagement by Putnam Management and certain of its affiliates of the funds’ auditors, even in circumstances where pre-approval is not required by applicable law. Any such requests by Putnam Management or certain of its affiliates are typically submitted in writing to the Committee and explain, among other things, the nature of the proposed engagement, the estimated fees, and why this work should be performed by that particular audit firm as opposed to another one. In reviewing such requests, the Committee considers, among other things, whether the provision of such servicesby the audit firm are compatible with the independence of the audit firm.

Since the beginning of the two most recently completed fiscal years of each fund ended prior to October 1, 2013, all work performed by the auditors for the funds, Putnam Management and any entity controlling, controlled by or under common control with Putnam Management that provides ongoing services to the funds was pre-approved by the Committee or a member of the Committee pursuant to the pre-approval policies discussed above.

The following table presents fees billed to each indicated fund in each of its last two fiscal years ended prior to October 1, 2013 by PricewaterhouseCoopers LLP for services required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X (funds not listed below were not billed for such services during their last two fiscal years):

Putnam Absolute Return 500 Fund Oct. 31, 2012: $122,500 Oct. 31, 2012: $157,505 

Putnam Absolute Return 700 Fund Oct. 31, 2012: $122,500 Oct. 31, 2012: $157,505 

Putnam American Government Income Fund Sept. 30, 2013: $150,000 Sept. 30, 2012: $45,000 

Putnam AMT-Free Municipal Fund July 31, 2013: $147,500 July 31, 2012: $45,000 

Putnam Capital Opportunities Fund April 30, 2013: $147,500 April 31, 2012: $97,505 

Putnam Capital Spectrum Fund April 30, 2013: $147,500 April 31, 2012: $97,505 

Putnam Dynamic Asset Allocation Balanced Fund Sept. 30, 2013: $150,000 Sept. 30, 2012: $45,000 

Putnam Dynamic Asset Allocation Conservative Fund Sept. 30, 2013: $150,000 Sept. 30, 2012: $45,000 

Putnam Dynamic Asset Allocation Equity Fund May 31, 2013: $147,500 May 31, 2012: $76,005 

Putnam Dynamic Asset Allocation Growth Fund Sept. 30, 2013: $150,000 Sept. 30, 2012: $45,000 

Putnam Europe Equity Fund June 30, 2013: $147,500 June 30, 2012: $76,005 

The Putnam Fund for Growth and Income Oct. 31, 2012: $122,500 Oct. 31, 2011: $157,505 

The George Putnam Fund of Boston (d/b/a July 31, 2013: $147,500 July 31, 2012: $45,000 
George Putnam Balanced Fund)   

Putnam Global Health Care Fund Aug. 31, 2013: $147,500 Aug. 31, 2012: $45,000 

Putnam Global Income Trust Oct. 31, 2012: $122,500 Oct. 31, 2011: $157,505 

Putnam Global Sector Fund Oct. 31, 2012: $122,500 Oct. 31, 2011: $157,505 

Putnam Global Utilities Fund Aug. 31, 2013: $147,500 Aug. 31, 2012: $45,000 

Putnam High Income Securities Fund Aug. 31, 2013: $147,500 Aug. 31, 2013: $45,000 

Putnam International Capital Opportunities Fund Aug. 31, 2013: $147,500 Aug. 31, 2012: $45,000 

Putnam International Equity Fund June 30, 2013: $147,500 June 30, 2012: $76,005 

Putnam International Growth Fund Sept. 30, 2013: $150,000 Sept. 30, 2012: $45,000 

Putnam International Value Fund June 30, 2013: $147,500 June 30, 2012: $76,005 

Putnam Massachusetts Tax Exempt Income Fund May 31, 2013: $147,500 May 31, 2012: $76,005 

Putnam Michigan Tax Exempt Income Fund May 31, 2013: $147,500 May 31, 2012: $76,005 

Putnam Minnesota Tax Exempt Income Fund May 31, 2013: $147,500 May 31, 2012: $76,005 

Putnam Money Market Fund Sept. 30, 2013: $150,000 Sept. 30, 2012: $45,000 

Putnam Multi-Cap Growth Fund June 30, 2013: $147,500 June 30, 2012: $76,005 

Putnam Municipal Opportunities Trust April 30, 2013: $147,500 April 30, 2012: $97,505 

Putnam New Jersey Tax Exempt Income Fund May 31, 2013: $147,500 May 31, 2012: $76,005 

Putnam Ohio Tax Exempt Income Fund May 31, 2013: $147,500 May 31, 2012: $76,005 

Putnam Pennsylvania Tax Exempt May 31, 2013: $147,500 May 31, 2012: $76,005 

 

G-9 

 



Putnam RetirementReady 2055 Fund July 31, 2013: $147,500 July 31, 2012: $45,000 

Putnam RetirementReady 2050 Fund July 31, 2013: $147,500 July 31, 2012: $45,000 

Putnam RetirementReady 2045 Fund July 31, 2013: $147,500 July 31, 2012: $45,000 

Putnam RetirementReady 2040 Fund July 31, 2013: $147,500 July 31, 2012: $45,000 

Putnam RetirementReady 2035 Fund July 31, 2013: $147,500 July 31, 2012: $45,000 

Putnam RetirementReady 2030 Fund July 31, 2013: $147,500 July 31, 2012: $45,000 

Putnam RetirementReady 2025 Fund July 31, 2013: $147,500 July 31, 2012: $45,000 

Putnam RetirementReady 2020 Fund July 31, 2013: $147,500 July 31, 2012: $45,000 

Putnam RetirementReady 2015 Fund July 31, 2013: $147,500 July 31, 2012: $45,000 

Putnam Retirement Income Fund Lifestyle 1 July 31, 2013: $147,500 July 31, 2012: $45,000 

Putnam Retirement Income Fund Lifestyle 2 Aug. 31, 2013: $147,500 Aug. 31, 2012: $45,000 

Putnam Retirement Income Fund Lifestyle 3 Feb. 28, 2013: $147,500 Feb. 28, 2012: $97,505 

Putnam Short Term Investment Fund (1) July 31, 2013: $147,500 N/A 

Putnam Small Cap Growth Fund June 30, 2013: $147,500 June 30, 2012: $76,005 

Putnam Tax Exempt Money Market Fund Sept. 30, 2013: $150,000 Sept. 30, 2012: $45,000 

Putnam Tax-Free High Yield Fund July 31, 2013: $147,500 July 31, 2012: $45,000 

Putnam Voyager Fund July 31, 2013: $147,500 July 31, 2012: $45,000 

Putnam VT Absolute Return 500 Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT American Government Income Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Capital Opportunities Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Diversified Income Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Equity Income Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT George Putnam Balanced Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Global Asset Allocation Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Global Equity Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Global Health Care Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Global Utilities Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Growth and Income Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Growth Opportunities Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT High Yield Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Income Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT International Equity Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT International Growth Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT International Value Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Investors Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Money Market Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Multi-Cap Growth Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Multi-Cap Value Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Research Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Small Cap Value Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

Putnam VT Voyager Fund Dec. 31, 2012: $147,500 Dec. 31, 2011: $107,505 

 

The following table presents fees billed to the indicated fund in each of its last two fiscal years ended prior to October 1, 2013 by KPMG LLP for services required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X (funds not listed below were not billed for such services during their last two fiscal years):

Putnam Global Energy Fund Aug. 31, 2013: $147,500 Aug. 31, 2012: $45,000 


(1) The amounts for Putnam Short Term Investment Fund represent fees for the period February 19, 2013 (commencement of operations) to the fiscal period ended July 31, 2013.

 

 

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(2) The amounts for Putnam Dynamic Risk Allocation Fund represent fees for the period September 19, 2011 (commencement of operations) to the fiscal period ended May 31, 2012.

(3) The amounts for Putnam Low Volatility Equity Fund represent fees for the period March 18, 2013 (commencement of operations) to the fiscal period ended July 31, 2013.

(4) The amounts for Putnam Short Duration Income Fund represent fees for the period October 17, 2011 (commencement of operations) to the fiscal period ended July 31, 2012.

(5) The amounts for Putnam Strategic Volatility Equity Fund represent fees for the period March 18, 2013 (commencement of operations) to the fiscal period ended July 31, 2013.

Appendix H — Dollar Range and Number of Shares Beneficially Owned

The following tables show the number of shares beneficially owned by each Trustee and officer in each fund, as well as the value of those holdings in each fund and across all funds, as of September 30, 2013. Where the number of shares beneficially owned exceeds 1% percent of the class owned, the percentage is included in parentheses below. None of the Trustees or officers

owned shares of Putnam Short Term Investment Fund, Putnam Money Market Liquidity Fund, Putnam RetirementReady 2055 Fund, Putnam RetirementReady 2045 Fund, or Putnam Retirement Ready 2035 Fund as of September 30, 2013. All references in the tables are to Class A shares unless otherwise indicated.

 Dollar Range of Shares Beneficially Dollar Range of Shares Beneficially Dollar Range of Shares Beneficially 
Trustees/Officers Shares Owned Owned Shares Owned Owned Shares Owned Owned 

 Putnam Absolute Return 100 Fund Putnam Absolute Return 300 Fund Putnam Absolute Return 500 Fund 

Liaquat Ahamed $1-$10,000 100.000 $1-$10,000 100.000 $1-$10,000 100.000 

Ravi Akhoury $1-$10,000 104.643 $1-$10,000 106.966 $1-$10,000 108.004 

Barbara M. Baumann $1-$10,000 104.298 $50,001-$100,000 6,488.024 $10,001-$50,000 2,691.723 

Jameson A. Baxter $10,001-$50,000 1,045.368 Over $100,000 38,720.560 Over $100,000 202,037.729 

Charles B. Curtis $1-$10,000 104.643 $1-$10,000 106.966 $1-$10,000 108.004 

Robert J. Darretta $1-$10,000 104.643 $1-$10,000 106.966 $1-$10,000 108.004 

Katinka Domotorffy $1-$10,000 100.000 $1-$10,000 100.000 $1-$10,000 100.000 

John A. Hill Over $100,000 50,441.354 Over $100,000 74,137.906 Over $100,000 24,810.108 

Paul L. Joskow $1-$10,000 156.962 $50,001-$100,000 7,472.394 Over $100,000 14,015.141 

Kenneth R. Leibler $1-$10,000 104.643 $1-$10,000 106.966 $1-$10,000 108.004 

Robert E. Patterson $10,001-$50,000 2,110.387 $10,001-$50,000 2,068.902 $10,001-$50,000 2,044.506 

George Putnam, III $10,001-$50,000 1,046.411 $10,001-$50,000 1,066.463 $10,001-$50,000 1,094.258 

*Robert L. Reynolds $1-$10,000 104.643 $1-$10,000 106.966 Over $100,000 29,432.576 

W. Thomas Stephens Over $100,000 139,505.146 Over $100,000 121,498.303 $1-$10,000 108.004 

Trustees and Officers Over $100,000 195,133.141 Over $100,000 16,618.449 Over $100,000 31,173.258 
as a group  (Class Y shares) (Class A shares) (Class A shares) (Class A shares) (Class A shares) 
  (2.65%) Over $100,000 253,215.615 Over $100,000 279,340.060 
   (Class Y shares) (Class Y shares) (Class Y shares) (Class Y shares) 
    (1.13%)  (1.46%) 

 Putnam Absolute Return 700 Fund Putnam American Government Income Fund Putnam AMT-Free Municipal Fund 

Liaquat Ahamed $1-$10,000 100.000 $1-$10,000 100.000 $1-$10,000 100.000 

Ravi Akhoury $1-$10,000 109.654 $1-$10,000 132.521 $1-$10,000 119.842 

Barbara M. Baumann $1-$10,000 107.723 $1-$10,000 122.963 $1-$10,000 112.630 

Jameson A. Baxter $10,001-$50,000 1,090.009 $1-$10,000 590.202 $10,001-$50,000 695.050 

Charles B. Curtis $1-$10,000 109.654 $1-$10,000 179.473 $1-$10,000 171.528 

Robert J. Darretta $1-$10,000 109.654 $1-$10,000 142.889 $1-$10,000 128.025 

Katinka Domotorffy $10,001-$50,000 1,143.054 $1-$10,000 101.553 $1-$10,000 102.605 

John A. Hill Over $100,000 24,155.063 $1-$10,000 1,019.479 $1-$10,000 244.913 

Paul L. Joskow $50,001-$100,000 5,983.578 $10,001-$50,000 2,112.796 $1-$10,000 196.329 

Kenneth R. Leibler $1-$10,000 109.654 $1-$10,000 147.323 $1-$10,000 132.281 

Robert E. Patterson $10,001-$50,000 1,992.929 $10,001-$50,000 1,766.732 $1-$10,000 145.993 

George Putnam, III $10,001-$50,000 886.994 $10,001-$50,000 4,487.381 $10,001-$50,000 1,054.839 

*Robert L. Reynolds Over $100,000 36,497.522 $1-$10,000 133.515 $1-$10,000 120.803 

W. Thomas Stephens $1-$10,000 109.654 $1-$10,000 465.140 $1-$10,000 206.715 

Trustees and Officers Over $100,000 73,536.655 Over $100,000 14,615.695 $50,001-$100,000 3,531.553 
as a group (Class Y shares) (Class Y shares) (Class Y shares) (Class Y shares) (Class Y shares) (Class Y shares) 

 

G/H-1 

 



 Dollar Range of Shares Beneficially Dollar Range of Shares Beneficially Dollar Range of Shares Beneficially 
Trustees/Officers Shares Owned Owned Shares Owned Owned Shares Owned Owned 

 Putnam Arizona Tax Exempt Income Fund Putnam Asia Pacific Equity Fund Putnam California Tax Exempt Income Fund 

Liaquat Ahamed $1-$10,000 100.000 $1-$10,000 100.000 $1-$10,000 100.000 

Ravi Akhoury $1-$10,000 119.758 $1-$10,000 128.250 $1-$10,000 122.196 

Barbara M. Baumann $1-$10,000 112.404 $1-$10,000 123.269 $1-$10,000 113.823 

Jameson A. Baxter $1-$10,000 236.660 $10,001-$50,000 3,295.194 $1-$10,000 317.513 

Charles B. Curtis $1-$10,000 169.147 $1-$10,000 128.250 $1-$10,000 183.472 

Robert J. Darretta $1-$10,000 129.424 $1-$10,000 128.250 $1-$10,000 131.811 

Katinka Domotorffy $1-$10,000 102.586 $1-$10,000 100.000 $1-$10,000 102.837 

John A. Hill $1-$10,000 284.578 $1-$10,000 128.250 $1-$10,000 252.621 

Paul L. Joskow $1-$10,000 211.107 $1-$10,000 333.289 $1-$10,000 245.637 

Kenneth R. Leibler $1-$10,000 133.828 $1-$10,000 128.250 $1-$10,000 136.711 

Robert E. Patterson $1-$10,000 147.614 $1-$10,000 128.250 $1-$10,000 156.353 

George Putnam, III $10,001-$50,000 1,647.150 $10,001-$50,000 1,318.079 $10,001-$50,000 1,993.213 

*Robert L. Reynolds $1-$10,000 121.138 $1-$10,000 128.250 $1-$10,000 123.455 

W. Thomas Stephens $1-$10,000 201.619 $1-$10,000 128.250 $1-$10,000 222.009 

Trustees and Officers $10,001-$50,000 3,717.013 $50,001-$100,000 6,295.831 $10,001-$50,000 4,201.651 
as a group (Class Y shares) (Class Y shares) (Class Y shares) (Class Y shares) (Class Y shares) (Class Y shares) 
  (1.20%)  (8.71%)   

 Putnam Capital Opportunities Fund Putnam Capital Spectrum Fund Putnam Convertible Securities Fund 

Liaquat Ahamed $1-$10,000 100.000 $1-$10,000 100.000 $1-$10,000 100.000 

Ravi Akhoury $1-$10,000 98.309 $1-$10,000 115.092 $1-$10,000 116.151 

Barbara M. Baumann $1-$10,000 97.968 $50,001-$100,000 1,797.286 $1-$10,000 110.090 

Jameson A. Baxter $10,001-$50,000 2,063.767 Over $100,000 7,758.620 Over $100,000 8,448.000 

Charles B. Curtis $1-$10,000 153.944 $50,001-$100,000 2,908.455 $1-$10,000 152.935 

Robert J. Darretta $1-$10,000 109.298 Over $100,000 8,367.237 $1-$10,000 121.629 

Katinka Domotorffy $1-$10,000 100.000 $1-$10,000 272.568 $1-$10,000 102.122 

John A. Hill Over $100,000 20,414.156 Over $100,000 38,830.403 Over $100,000 43,541.187 

Paul L. Joskow $1-$10,000 265.527 Over $100,000 6,552.954 $50,001-$100,000 2,428.772 

Kenneth R. Leibler $1-$10,000 123.183 $1-$10,000 115.092 $1-$10,000 124.045 

Robert E. Patterson $10,001-$50,000 2,196.891 $10,001-$50,000 1,190.590 $50,001-$100,000 3,118.308 

George Putnam, III $10,001-$50,000 1,724.396 Over $100,000 29,220.627 Over $100,000 15,499.206 

*Robert L. Reynolds $1-$10,000 98.309 Over $100,000 86,077.911 $1-$10,000 116.151 

W. Thomas Stephens $1-$10,000 144.616 $1-$10,000 115.092 $1-$10,000 247.656 

Trustees and Officers Over $100,000 27,690.364 Over $100,000 32,944.531 Over $100,000 74,226.252 
as a group (Class Y shares) (Class Y shares) (Class A shares) (Class A shares) (Class Y shares) (Class Y shares) 
   Over $100,000 193,446.338   
   (Class Y shares) (Class Y shares)   

 

H-2