EX-99

Report of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders
Putnam Global Equity Fund:

In planning and performing our audit of the financial statements
of Putnam Global Equity Fund ( the Fund ) as of and for the year
ended October 31, 2014, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), we
considered the Fund s internal control over financial reporting,
including controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing
our opinion on the financial statements and to comply with the
requirements of Form N-SAR, but not for the purpose of expressing
an opinion on the effectiveness of the Fund s internal control
over financial reporting.  Accordingly, we express no such
opinion.
Management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls.  A company s internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles (GAAP).
A company s internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that receipts and
expenditures of the company are being made only in accordance
with authorizations of management and trustees of the company;
and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition
of the company s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a
timely basis.  A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a
material misstatement of a fund s annual or interim financial
statements will not be prevented or detected on a timely basis.

Our consideration of the Fund s internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control that might be material weaknesses under
standards established by the Public Company Accounting Oversight
Board (United States).  However, we noted no deficiencies in the
Fund s internal control over financial reporting and its
operation, including controls over safeguarding securities, that
we consider to be a material weakness as defined above as of
October 31, 2014.

This report is intended solely for the information and use of
management and the Board of Trustees of Putnam Global Equity Fund
and the Securities and Exchange Commission and is not intended to
be and should not be used by anyone other than these specified
parties.


      /s/ KPMG LLP


Boston, Massachusetts
December 16, 2014

EX-99

BYLAWS
OF
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,
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 YIELD ADVANTAGE FUND,
PUTNAM HIGH YIELD TRUST,
PUTNAM INCOME FUND,
PUTNAM INTERNATIONAL EQUITY FUND,
PUTNAM INVESTMENT FUNDS,
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 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 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, AND
PUTNAM VOYAGER FUND

(As amended through October 17, 2014)


ARTICLE 1
Agreement and Declaration of Trust and Principal Office

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

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

ARTICLE 2
Meetings of Trustees

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

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

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

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

      2.5  Telephone Meeting; Action Without a Meeting.  Except as
otherwise provided in the Declaration of Trust and these Bylaws,
any action to be taken by the Trustees may be taken by a majority
of the Trustees present at the meeting of the Trustees (a quorum
being present), including any meeting held by means of a
conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each
other at the same time and participation by such means shall
constitute presence in person at a meeting. Any action to be
taken by the Trustees may also be taken without a meeting if one
or more written consents thereto are signed by a majority of the
Trustees.  Any written consent may be given by mail, courier, e-
mail, facsimile or other electronic means.  Copies of such
written consents shall be filed with the minutes of the
proceedings of the Trustees.  Such consents shall be treated for
all purposes as a vote taken at a meeting of the Trustees.  If in
accordance with the provisions of the Declaration of Trust and
these Bylaws any action is taken by the Trustees by written
consents of less than all of the Trustees, then prompt notice of
any such action shall be furnished to each Trustee who did not
execute such written consent, provided that the effectiveness of
such action shall not be impaired by any delay or failure to
furnish such notice.

ARTICLE 3
Officers

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

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

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

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

      3.5  Chair.  Unless the Trustees otherwise provide, the
Chair of the Trustees shall preside at all meetings of the
Trustees.  The Chair of the Trustees shall have such other duties
and powers relating to the operations of the Trustees as the
Trustees may from time to time designate, but shall have no
individual authority to act for the Trust as an officer of the
Trust.  The Trustees, including a majority of the Trustees who
are not  interested persons  of the Trust, as that term is
defined in the 1940 Act, may appoint one or more persons to
perform the duties of the Chair of the Trustees in the event of
his or her absence at any meeting or in the event of his or her
disability.  The Chair of the Trustees shall also have the power
to appoint one or more persons to perform the duties of the Chair
of the Trustees in the event of his or her absence at any
meeting.

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

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

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

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

ARTICLE 4
Committees

      4.1  Quorum; Voting.  Except as provided below or as
otherwise specifically provided in the votes or charter
constituting a Committee of the Trustees and providing for the
conduct of its meetings, a majority of the members of any
Committee of the Trustees shall constitute a quorum for the
transaction of business (which quorum once validly established
cannot be broken by Trustees withdrawing from the meeting), and
any action of such a Committee may be taken by a vote of a
majority of the members of such Committee (a) present at a
meeting of such Committee (a quorum being present), including any
meeting held by means of a conference telephone or other
communications equipment by means of which all persons
participating in the meeting can hear each other at the same time
(participation by such means shall constitute presence in person
at a meeting), or (b) evidenced by one or more written consents,
including written consents submitted by mail, courier, e-mail,
facsimile or other electronic means.  Copies of such written
consents shall be filed with the minutes of the proceedings of
such Committee.  Such consents shall be treated for all purposes
as a vote taken at a meeting of such Committee.  If in accordance
with the provisions of the Declaration of Trust and these Bylaws
any action is taken by written consents of less than all of the
Committees members, then prompt notice of any such action shall
be furnished to each member who did not execute such written
consent, provided that the effectiveness of such action shall not
be impaired by any delay or failure to furnish such notice.  In
the absence of any member of any such Committee, the members
thereof present at any properly called meeting, whether or not
they constitute a quorum, may appoint a member of the Trustees to
act at that meeting only in the place of any absent member.

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

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

ARTICLE 5
Reports

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

ARTICLE 6
Fiscal Year

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

ARTICLE 7
Seal

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

ARTICLE 8
Execution of Papers

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

ARTICLE 9
Issuance of Shares and Share Certificates

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

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

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

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

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

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

ARTICLE 10
Shareholders

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

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

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

      10.4  Access to Shareholder List.  Shareholders of record
may apply in writing to the Trustees for assistance in
communicating with other Shareholders for the purpose of calling
a meeting in order to vote upon the question of removal of a
Trustee.  With respect to any Fund as to which the Trust has
given such an undertaking in its registration statement, and only
such a Fund, or for any other Fund as the Trustees may determine
in their sole discretion, when ten or more Shareholders of record
who have been such for at least six months preceding the date of
application and who hold in the aggregate Shares having a net
asset value of at least $25,000 so apply, the Trustees shall
within five business days either:

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

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

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

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

      10.7 Proxies.  The placing of a Shareholders name on a proxy
pursuant to telephone or electronically transmitted instructions
(including instructions submitted via the Internet) obtained
pursuant to procedures reasonably designed to verify that such
instructions have been authorized by such Shareholder shall
constitute execution of such proxy by or on behalf of such
Shareholder.

ARTICLE 11

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

ARTICLE 12
Preferences, Rights and Privileges of the
Trusts Classes of Shares

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

      12.2.  Conversion of Class B Shares. Except as hereinafter
provided with respect to Shares acquired by exchange or
reinvestment of distributions, Class B Shares of the Trust will
automatically convert into Class A Shares of the Trust at the end
of the month eight years after the month of purchase, or at such
earlier time as the Trustees may in their sole discretion
determine from time to time as to all Class B Shares purchased on
or before such date as the Trustees may specify.  Class B Shares
acquired by exchange from Class B Shares of another Putnam Fund
will convert into Class A Shares based on the date of the initial
purchase of the Class B Shares of such other Fund.  Class B
Shares acquired through reinvestment of distributions will
convert into Class A Shares based on the date of the initial
purchase of Class B Shares to which such reinvestment Shares
relate.  For this purpose, Class B Shares acquired through
reinvestment of distributions will be attributed to particular
purchases of Class B Shares in accordance with such procedures,
which may include without limitation methods of proration or
approximation, as the Trustees may in their sole discretion
determine from time to time.

ARTICLE 13
Amendments to the Bylaws

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




41976369_15
12
41976369_15


41976369_15

EX-99

PUTNAM FUNDS
SUB ADVISORY CONTRACT
      This Sub Advisory Contract is dated as of February 27, 2014
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
on Schedule A hereto, 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 the management 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 Advisors 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 on Schedule A the 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 Funds 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 Funds 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 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 Funds 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
Advisors 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 on
Schedule 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 OF THIS CONTRACT.
      This Contract shall become effective upon its execution, and
shall remain in full force and effect continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
      (a)	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
      (c)	With respect to any Allocated Sleeve, automatically
upon termination of the Managers 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
thereunder (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 PILs inability to meet its
liabilities.
      (b)	The Manager represents that it and each Fund are
Professional Customers  in the meaning of the FCAs rules.
      (c)	Although each Fund is not a party hereto and shall have
no responsibility for the Managers, PILs or the Sub Advisors
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: /s/	Simon Davis
Simon Davis

PUTNAM INVESTMENT MANAGEMENT, LLC
By: /s/ James P. Pappas
James P. Pappas
Director of Trustee Relations
and Authorized Person
THE PUTNAM ADVISORY COMPANY, LLC
By: /s/ James F. Clark

James F. Clark
Associate General Counsel



      Schedule A
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
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





	-6-
41565265_1


41565265_1


	5



	-7-

A-1
41565265_1

EX-99

Putnam Global Equity Fund, as of October 31, 2014, annual
shareholder report

Because the electronic format for filing Form NSAR does not
provide adequate space for responding to certain items correctly,
the correct answers are as follows:

72DD1 (000s omitted)

Class A	3,649
Class B	0
Class C	0
Class M	0

72DD2 (000s omitted)

Class R	3
Class R5	0
Class R6	82
Class Y	199

73A1

Class A	0.054
Class B	0
Class C	0
Class M	0

73A2

Class R	0.029
Class R5	0.095
Class R6	0.108
Class Y	0.084

74U1	(000s omitted)

Class A	63,827
Class B	1,479
Class C	1,458
Class M	965


74U2	(000s omitted)

Class R	107
Class R5	1
Class R6	777
Class Y	2,665

74V1

Class A	12.85
Class B	11.52
Class C	12.12
Class M	12.28

74V2

Class R	12.70
Class R5	13.33
Class R6	13.33
Class Y	13.28

Item 61

Additional Information About Minimum Required Investment

Shareholders can open a fund account with as little as $500 and
make subsequent investments in any amount. The minimum investment
is waived if you make regular investments weekly, semi monthly,
or monthly through automatic deductions through your bank
checking or savings account. Currently, Putnam is waiving the
minimum, but reserves the right to reject initial investments
under the minimum.

Item 85B

Additional Information About Errors and Omissions Policy

While no claims with respect to the Registrant Series were filed
under such policy during the period, requests under such policy
for reimbursement of legal expenses and costs arising out of
claims of market timing activity in the Putnam Funds have been
submitted by the investment manager of the Registrant Series.

EX-99

PUTNAM FUNDS
SUB MANAGEMENT CONTRACT
      This Sub Management Contract is dated as of February 27,
2014 between PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware
limited liability company (the  Manager ) and PUTNAM INVESTMENTS
LIMITED, a company organized under the laws of England and Wales
(the  Sub Manager ).
      WHEREAS, the Manager is the investment manager of each of
the investment companies registered under the United States
Investment Company Act of 1940, as amended, that are identified
on Schedule A hereto, as it may from time to time be amended by
the Manager (the  Funds ), and a registered investment adviser
under the United States Investment Advisers Act of 1940, as
amended;
      WHEREAS, the Sub Manager is licensed as an investment
manager by the Financial Conduct Authority of the United Kingdom
(the  FCA ); and
      WHEREAS, the Manager desires to engage the Sub Manager from
time to time to manage a portion of certain of the Funds:
      NOW THEREFORE, in consideration of the mutual covenants
herein contained, it is agreed as follows:
1.	SERVICES TO BE RENDERED BY SUB MANAGER.
      (a)	The Sub Manager, at its expense, will furnish
continuously an investment program for that portion of any Fund
the management of which is allocated from time to time by the
Manager to the Sub Manager (an  Allocated Sleeve ). The Manager
shall, in its sole discretion, determine which Funds will have an
Allocated Sleeve and the amount of assets allocated from time to
time to each such Allocated Sleeve; provided that, with respect
to any Fund, the Trustees of such Fund must have approved the use
of the Sub Manager prior to the creation of an Allocated Sleeve
for such Fund. The Sub Manager will determine what investments
shall be purchased, held, sold or exchanged by any Allocated
Sleeve and what portion, if any, of the assets of the Allocated
Sleeve shall be held uninvested and shall, on behalf of the Fund,
make changes in the Funds 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 Funds 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 Funds stated
investment objectives, policies and restrictions, and will use
its best efforts to safeguard and promote the welfare of such
Fund and to comply with other policies which the Manager or the
Trustees may from time to time determine and shall exercise the
same care and diligence expected of the Manager.
2.	OTHER AGREEMENTS, ETC.
      It is understood that any of the shareholders, Trustees,
officers and employees of a Fund may be a shareholder, director,
officer or employee of, or be otherwise interested in, the Sub
Manager, and in any person controlled by or under common control
with the Sub Manager, and that the Sub Manager and any person
controlled by or under common control with the Sub Manager may
have an interest in such Fund. It is also understood that the Sub
Manager and any person controlled by or under common control with
the Sub Manager have and may have advisory, management, service
or other contracts with other organizations and persons, and may
have other interests and business.
3.	COMPENSATION.
      Except as provided below, the Manager will pay to the Sub
Manager as compensation for the Sub Managers 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 Managers 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 Funds investment objective. For purposes of
calculating Average Weekly Assets, liabilities associated with
any instruments or transactions used to leverage the Funds
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 Managers 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 Funds 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.
5.	EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
      This Contract shall become effective upon its execution, and
shall remain in full force and effect continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
      (a)	Either party hereto or, with respect to any Allocated
Sleeve, the related Fund may at any time terminate this Contract
by not more than sixty days nor less than thirty days written
notice delivered or mailed by registered mail, postage prepaid,
to the other party, or
      (b)	With respect to any Allocated Sleeve, if (i) the
Trustees of the related Fund or the shareholders by the
affirmative vote of a majority of the outstanding shares of such
Fund, and (ii) a majority of the Trustees of such Fund who are
not interested persons of such Fund or of the Manager, by vote
cast in person at a meeting called for the purpose of voting on
such approval, do not specifically approve at least annually the
continuance of this Contract, then this Contract shall
automatically terminate at the close of business on the
anniversary of its execution, or upon the expiration of one year
from the effective date of the last such continuance, whichever
is later, or
      (c)	With respect to any Allocated Sleeve, automatically
upon termination of the Managers 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 the United
States Securities Exchange Act of 1934 and the Rules and
Regulations thereunder.
7.	NON LIABILITY OF SUB MANAGER.
      In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Sub Manager, or reckless disregard
of its obligations and duties hereunder, the Sub Manager shall
not be subject to any liability to the Manager, any Fund or to
any shareholder of any Fund, for any act or omission in the
course of, or connected with, rendering services hereunder.
8.	ADDITIONAL PROVISIONS.
      (a)	The Sub Manager represents that it is regulated by the
FCA in the conduct of its investment business. The Sub Manager
has in operation a written procedure in accordance with FCA rules
for the effective consideration and proper handling of complaints
from customers. Any complaint by the Manager or any Fund should
be sent to the Compliance Officer of the Sub Manager. The Manager
and any Fund is also entitled to make any complaints about the
Sub Manager to the Financial Ombudsman Service established by the
FCA. The Manager and any Fund may also request a statement
describing its rights to compensation in the event of the Sub
Managers inability to meet its liabilities.
      (b)	The Manager represents that it and each Fund are
Professional Customers  in the meaning of the FCAs rules.
      (c)	Although each Fund is not a party hereto and shall have
no responsibility for the Managers or the Sub Managers
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:
_/s/ Simon Davis________
Simon Davis



PUTNAM INVESTMENT MANAGEMENT, LLC


By:
/s/ James P. Pappas ____________

James P. Pappas
Director of Trustee Relations and
Authorized Person






Schedule A
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 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
The Putnam Fund for Growth and Income
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 Value Fund
Putnam International Growth 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 Retirement Income Fund Lifestyle 1
Putnam Retirement Income Fund Lifestyle 2
Putnam Retirement Income Fund Lifestyle 3
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 Short Duration Income Fund (effective March 7, 2014)
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
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:
___/s/ Simon Davis __________
Simon Davis



PUTNAM INVESTMENT MANAGEMENT, LLC


By:
/s/ James P. Pappas __________

James P. Pappas
Director of Trustee Relations and
Authorized Person






-6-
41565232_2

41565232_2

-9-


	-7-


Schedule A
(continued)

A-3
41565232_2

	A-1
41565232_2

EX-99

Putnam Global Equity Fund, October 31, 2014, annual report

Shareholder meeting results (Unaudited)

February 27, 2014 special meeting

At the meeting, each of the nominees for Trustees was elected as
follows:

      Votes for 		Votes withheld
Liaquat Ahamed 				48,602,247 	2,041,015
Ravi Akhoury 				48,625,024	2,018,238
Barbara M. Baumann 			48,806,374 	1,836,888
Jameson A. Baxter 			48,767,089 	1,876,173
Charles B. Curtis 			48,726,006	 1,917,256
Robert J. Darretta 			48,789,304 	1,853,958
Katinka Domotorffy 			48,729,289 	1,913,973
John A. Hill 				48,674,008 	1,969,254
Paul L. Joskow 				48,834,167 	1,809,095
Kenneth R. Leibler 			48,788,558 	1,854,704
Robert E. Patterson 			48,803,906 	1,839,356
George Putnam, III 			48,739,505 	1,903,757
Robert L. Reynolds 			48,789,353 	1,853,909
W. Thomas Stephens 			48,735,910 	1,907,352

A proposal to approve a new management contract between the fund
and Putnam Management was approved as follows:

Votes		Votes		Abstentions		Broker
For			against						non-votes
40,347,600		1,260,031			2,300,230	6,735,401

A proposal to adopt an Amended and Restated Declaration of Trust
was approved as follows:

Votes		Votes		Abstentions		Broker
For			against						non-votes
40,101,741 	1,372,346 		2,433,774 			6,735,401

All tabulations are rounded to the nearest whole number.

EX-99

PUTNAM GLOBAL EQUITY FUND
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
      This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
made at Boston, Massachusetts, on this 21st day of March, 2014,
hereby amends and restates in its entirety the Agreement and
Declaration of Trust dated October 1, 2002, as heretofore
amended, by the Trustees hereunder and by the holders of shares
of beneficial interest issued hereunder as hereinafter provided.
      WITNESSETH that
      WHEREAS, this Trust has been formed to carry on the business
of an investment company; and
      WHEREAS, the Trustees have agreed to manage all property
coming into their hands as trustees of a Massachusetts voluntary
association with transferable shares in accordance with the
provisions hereinafter set forth;
      NOW, THEREFORE, the Trustees hereby declare that they will
hold all cash, securities and other assets, which they may from
time to time acquire in any manner as Trustees hereunder IN TRUST
to manage and dispose of the same upon the following terms and
conditions for the benefit of the holders from time to time of
Shares in this Trust as hereinafter set forth.
ARTICLE I
Name and Definitions
Name
      Section 1.	This Trust shall be known as  Putnam Global Equity
Fund  and the Trustees shall conduct the business of the Trust
under that name or any other name as they may from time to time
determine.
Definitions
      Section 2.	Whenever used herein, unless otherwise required by
the context or specifically provided:
(a)	The  Trust  refers to the Massachusetts business trust
established by this Agreement and Declaration of Trust, as
amended from time to time;
(b)	 Trustees  refers to the Trustees of the Trust elected
in accordance with Article IV;
(c)	 Shares  means the equal proportionate transferable
units of interest into which the beneficial interest in the
Trust shall be divided from time to time or, if more than
one series or class of Shares is authorized by the Trustees,
the equal proportionate transferable units into which each
series or class of Shares shall be divided from time to
time;
(d)	 Shareholder  means a record owner of Shares;
(e)	The  1940 Act  refers to the Investment Company Act of
1940 and the Rules and Regulations thereunder, all as
amended from time to time;
(f)	The terms  Affiliated Person ,  Assignment ,
Commission ,  Interested Person ,  Principal Underwriter
and  Majority Shareholder Vote  (the 67% or 50% requirement
of the third sentence of Section 2(a)(42) of the 1940 Act,
whichever may be applicable) shall have the meanings given
them in the 1940 Act (as modified by any applicable
exemptive order issued thereunder by the Securities and
Exchange Commission);
(g)	 Declaration of Trust  shall mean this Agreement and
Declaration of Trust as amended or restated from time to
time;
(h)	 Bylaws  shall mean the Bylaws of the Trust as amended
or restated from time to time;
(i)	The term  series  or  series of Shares  refers to the
one or more separate investment portfolios of the Trust into
which the assets and liabilities of the Trust may be divided
and the Shares of the Trust representing the beneficial
interest of Shareholders in such respective portfolios; and
(j)	The term  class  or  class of Shares  refers to the
division of Shares representing any series into two or more
classes as provided in Article III, Section 1 hereof.
ARTICLE II
Purpose of Trust
      The purpose of the Trust is to provide investors a managed
investment primarily in securities, debt instruments and other
instruments and rights of a financial character.
ARTICLE III
Shares
Division of Beneficial Interest
      Section 1.	The number of Shares authorized shall be unlimited.
The Shares of the Trust shall be issued in one or more series as
the Trustees may, without shareholder approval, authorize.  Each
series shall be preferred over all other series in respect of the
assets allocated to that series within the meaning of the 1940
Act and shall represent a separate investment portfolio of the
Trust.  The beneficial interest in each series shall at all times
be divided into Shares, without par value unless otherwise
determined by the Trustees, each of which shall, except as
provided in the following sentence, represent an equal
proportionate interest in the series with each other Share of the
same series, none having priority or preference over another.
The Trustees may, without Shareholder approval, divide the Shares
of any series into two or more classes, Shares of each such class
having such preferences and special or relative rights and
privileges (including conversion rights, if any) as the Trustees
may determine and as shall be set forth in the Bylaws.  The
Trustees may, without Shareholder approval, from time to time
divide or combine the Shares of any series or class into a
greater or lesser number without thereby changing the
proportionate beneficial interest in the series or class. The
Trustees may also, without shareholder approval, from time to
time combine the Shares or two or more classes of any series into
a single class.
Ownership of Shares
      Section 2.	The ownership of Shares shall be recorded on the
books of the Trust or a transfer or similar agent.  No
certificates certifying the ownership of Shares shall be issued
except as the Trustees may otherwise determine from time to time.
The Trustees may make such rules as they consider appropriate for
the issuance of Share certificates, the retirement of Share
certificates, the transfer of Shares and similar matters.  The
record books of the Trust as kept by the Trust or any transfer or
similar agent, as the case may be, shall be conclusive as to who
are the Shareholders of each series and class and as to the
number of Shares of each series and class held from time to time
by each Shareholder.
Investment in the Trust
      Section 3.	The Trustees shall accept investments in the Trust
from such persons and on such terms and for such consideration,
which may consist of cash or tangible or intangible property or a
combination thereof, as they or the Bylaws from time to time
authorize.
      All consideration received by the Trust for the issue or
sale of Shares of each series, together with all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, and any
funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall irrevocably belong to the
series of Shares with respect to which the same were received by
the Trust for all purposes, subject only to the rights of
creditors, and shall be so handled upon the books of account of
the Trust and are herein referred to as  assets of  such series.
No Preemptive Rights
      Section 4.	Shareholders shall have no preemptive or other right
to subscribe to any additional Shares or other securities issued
by the Trust.
Status of Shares and Limitation of Personal Liability
      Section 5.	Shares shall be deemed to be personal property
giving only the rights provided in this Declaration of Trust or
the Bylaws.  Every Shareholder by virtue of having become a
Shareholder shall be held to have expressly assented and agreed
to the terms of this Declaration of Trust and the Bylaws and to
have become a party thereto.  The death of a Shareholder during
the continuance of the Trust shall not operate to terminate the
same nor entitle the representative of any deceased Shareholder
to an accounting or to take any action in court or elsewhere
against the Trust or the Trustees, but only to the rights of said
decedent under this Trust.  Ownership of Shares shall not entitle
the Shareholder to any title in or to the whole or any part of
the Trust property or right to call for a partition or division
of the same or for an accounting, nor shall the ownership of
Shares constitute the Shareholders partners.  Neither the Trust
nor the Trustees, nor any officer, employee or agent of the Trust
shall have any power to bind personally any Shareholder, nor
except as specifically provided herein to call upon any
Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time
personally agree to pay.
Derivative Actions
	Section 6. No Shareholder shall have the right to bring or
maintain any court action, proceeding or claim on behalf of the
Trust without first making demand on the Trustees requesting the
Trustees to bring or maintain such action, proceeding or claim.
Such demand shall be mailed to the Clerk of the Trust at the
Trusts principal office and shall set forth in reasonable detail
the nature of the proposed court action, proceeding or claim and
the essential facts relied upon by the Shareholder to support the
allegations made in the demand. The Trustees may determine
whether the bringing or maintenance of any such action,
proceeding or claim is in the best interests of the Trust or,
alternatively in their sole discretion, may submit the matter to
a vote of the Shareholders of the Trust. Any such determination
made by the Trustees in good faith shall be binding on all
Shareholders.
Exclusive Selection of Forum for Certain Shareholder Actions
	Section 7. Any action brought by a Shareholder seeking to
enforce any right or privilege of Shareholders under this
Declaration of Trust, challenging the powers of the Trustees
thereunder, alleging a breach of fiduciary duty by any Trustee or
officer of the Trust or otherwise involving primarily the
internal affairs of the Trust may be brought only in the courts
of The Commonwealth of Massachusetts.
ARTICLE IV
The Trustees
Election
      Section 1.	A Trustee may be elected either by the Trustees or
by the Shareholders.  The number of Trustees shall be fixed from
time to time by the Trustees and, at or after the commencement of
the business of the Trust, shall be not less than three.  Each
Trustee elected by the Trustees or the Shareholders shall serve
until he or she retires, resigns, is removed or dies or until the
next meeting of Shareholders called for the purpose of electing
Trustees and until the election and qualification of his or her
successor.
Removal
      Section 2. A Trustee may be removed (i) by vote of the
holders of two thirds of the outstanding Shares at a meeting
called for the purpose or (ii) by vote of two thirds of the
Trustees.
Effect of Death, Resignation, etc. of a Trustee
      Section 3. The death, declination, resignation, retirement,
removal or incapacity of the Trustees, or any one of them, shall
not operate to annul the Trust or to revoke any existing agency
created pursuant to the terms of this Declaration of Trust.
Powers
      Section 4. Subject to the provisions of this Declaration of
Trust, the business of the Trust shall be managed by the
Trustees, and they shall have all powers necessary or convenient
to carry out that responsibility. Without limiting the foregoing,
the Trustees may adopt Bylaws not inconsistent with this
Declaration of Trust providing for the conduct of the business of
the Trust and may amend and repeal them to the extent that such
Bylaws do not reserve that right to the Shareholders; they may
fill vacancies in or add to their number, and may elect and
remove such officers and appoint and terminate such agents as
they consider appropriate; they may appoint from their own
number, and terminate, any one or more committees consisting of
two or more Trustees, including an executive committee which may,
when the Trustees are not in session, exercise some or all of the
power and authority of the Trustees as the Trustees may
determine; they may employ one or more custodians of the assets
of the Trust and may authorize such custodians to employ
subcustodians and to deposit all or any part of such assets in a
system or systems for the central handling of securities, retain
a transfer agent or a Shareholder servicing agent, or both,
provide for the distribution of Shares by the Trust, through one
or more principal underwriters or otherwise, set record dates for
the determination of Shareholders with respect to various
matters, and in general delegate such authority as they consider
desirable to any officer of the Trust, to any committee of the
Trustees and to any agent or employee of the Trust or to any such
custodian or underwriter.
      Without limiting the foregoing, the Trustees shall have
power and authority:
(a)	To invest and reinvest cash, and to hold cash uninvested;
(b)	To sell, exchange, lend, pledge, mortgage, hypothecate,
write options on and lease any or all of the assets of the Trust;
(c)	To vote or give assent, or exercise any rights of ownership,
with respect to stock or other securities or property; and to
execute and deliver proxies or powers of attorney to such person
or persons as the Trustees shall deem proper, granting to such
person or persons such power and discretion with relation to
securities or property as the Trustees shall deem proper;
(d)	To exercise powers and rights of subscription or otherwise
which in any manner arise out of ownership of securities;
(e)	To hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable
form, or in the name of the Trustees or of the Trust or in the
name of a custodian, subcustodian or other depositary or a
nominee or nominees or otherwise;
(f)	Subject to the provisions of Article III, Section 3, to
allocate assets, liabilities, income and expenses of the Trust to
a particular series of Shares or to apportion the same among two
or more series, provided that any liabilities or expenses
incurred by or arising in connection with a particular series of
Shares shall be payable solely out of the assets of that series;
and to the extent necessary or appropriate to give effect to the
preferences and special or relative rights and privileges of any
classes of Shares, to allocate assets, liabilities, income and
expenses of a series to a particular class of Shares of that
series or to apportion the same among two or more classes of
Shares of that series;
(g)	To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
issuer, any security of which is or was held in the Trust; to
consent to any contract, lease, mortgage, purchase or sale of
property by such corporation or issuer, and to pay calls or
subscriptions with respect to any security held in the Trust;
(h)	To join other security holders in acting through a
committee, depositary, voting trustee or otherwise, and in that
connection to deposit any security with, or transfer any security
to, any such committee, depositary or trustee, and to delegate to
them such power and authority with relation to any security
(whether or not so deposited or transferred) as the Trustees
shall deem proper, and to agree to pay, and to pay, such portion
of the expenses and compensation of such committee, depositary or
trustee as the Trustees shall deem proper;
(i)	To compromise, arbitrate or otherwise adjust claims in favor
of or against the Trust or any matter in controversy, including
but not limited to claims for taxes;
(j)	To enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(k)	To borrow funds;
(l)	To endorse or guarantee the payment of any notes or other
obligations of any person; to make contracts of guaranty or
suretyship, or otherwise assume liability for payment thereof;
and to mortgage and pledge the Trust property or any part thereof
to secure any of or all such obligations;
(m)	To purchase and pay for entirely out of Trust property such
insurance as they may deem necessary or appropriate for the
conduct of the business, including without limitation, insurance
policies insuring the assets of the Trust and payment of
distributions and principal on its portfolio investments, and
insurance policies insuring the Shareholders, Trustees, officers,
employees, agents, investment advisers or managers, principal
underwriters, or independent contractors of the Trust
individually against all claims and liabilities of every nature
arising by reason of holding, being or having held any such
office or position, or by reason of any action alleged to have
been taken or omitted by any such person as Shareholder, Trustee,
officer, employee, agent, investment adviser or manager,
principal underwriter, or independent contractor, including any
action taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to
indemnify such person against such liability; and
(n)	To pay pensions for faithful service, as deemed appropriate
by the Trustees, and to adopt, establish and carry out pension,
profit sharing, share bonus, share purchase, savings, thrift and
other retirement, incentive and benefit plans, trusts and
provisions, including the purchasing of life insurance and
annuity contracts as a means of providing such retirement and
other benefits, for any or all of the Trustees, officers,
employees and agents of the Trust.
      The Trustees shall not in any way be bound or limited by any
present or future law or custom in regard to investments by
trustees. Except as otherwise provided herein or from time to
time in the Bylaws, any action to be taken by the Trustees may be
taken by a majority of the Trustees present at a meeting of the
Trustees (a quorum being present), within or without
Massachusetts, including any meeting held by means of a
conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each
other at the same time and participation by such means shall
constitute presence in person at a meeting, or by written
consents of a majority of the Trustees then in office.
Payment of Expenses by Trust
      Section 5. The Trustees are authorized to pay or to cause to
be paid out of the assets of the Trust, all expenses, fees,
charges, taxes and liabilities incurred or arising in connection
with the Trust, or in connection with the management thereof,
including, but not limited to, the Trustees compensation and such
expenses and charges for the services of the Trusts officers,
employees, investment adviser or manager, principal underwriter,
auditor, counsel, custodian, transfer agent, Shareholder
servicing agent, and such other agents or independent contractors
and such other expenses and charges as the Trustees may deem
necessary or proper to incur, provided, however, that all
expenses, fees, charges, taxes and liabilities incurred by or
arising in connection with a particular series of Shares shall be
payable solely out of the assets of that series.
Ownership of Assets of the Trust
      Section 6. Title to all of the assets of each series of
Shares and of the Trust shall at all times be considered as
vested in the Trustees.
Advisory, Management and Distribution
      Section 7. Subject to a favorable Majority Shareholder Vote
to the extent required by applicable law, the Trustees may, at
any time and from time to time, contract for exclusive or
nonexclusive advisory and/or management services with any
corporation, trust, association or other organization (the
Manager ), every such contract to comply with such requirements
and restrictions as may be set forth in the Bylaws; and any such
contract may contain such other terms interpretive of or in
addition to said requirements and restrictions as the Trustees
may determine, including, without limitation, authority to
determine from time to time what investments shall be purchased,
held, sold or exchanged and what portion, if any, of the assets
of the Trust shall be held uninvested and to make changes in the
Trusts investments.  The Trustees may also, at any time and from
time to time, contract with the Manager or any other corporation,
trust, association or other organization, appointing it exclusive
or nonexclusive distributor or principal underwriter for the
Shares, every such contract to comply with such requirements and
restrictions as may be set forth in the Bylaws; and any such
contract may contain such other terms interpretive of or in
addition to said requirements and restrictions as the Trustees
may determine.
      The fact that:
(i)	any of the Shareholders, Trustees or officers of the Trust
is a shareholder, director, officer, partner, trustee, employee,
manager, adviser, principal underwriter or distributor or agent
of or for any corporation, trust, association, or other
organization, or of or for any parent or affiliate of any
organization, with which an advisory or management contract, or
principal underwriters or distributors contract, or transfer,
Shareholder servicing or other agency contract may have been or
may hereafter be made, or that any such organization, or any
parent or affiliate thereof, is a Shareholder or has an interest
in the Trust, or that
(ii)	any corporation, trust, association or other organization
with which an advisory or management contract or principal
underwriters or distributors contract, or transfer, Shareholder
servicing or other agency contract may have been or may
hereafter be made also has an advisory or management contract,
or transfer, Shareholder servicing or other agency contract with
one or more other corporations, trusts, associations, or other
organizations, or has other business or interests
shall not affect the validity of any such contract or disqualify
any Shareholder, Trustee or officer of the Trust from voting upon
or executing the same or create any liability or accountability
to the Trust or its Shareholders.
ARTICLE V
Shareholders Voting Powers and Meetings
Voting Powers
      Section 1.	Subject to the voting powers of one or more classes
of Shares as set forth elsewhere in this Declaration of Trust or
in the Bylaws, the Shareholders shall have power to vote only (i)
for the election of Trustees as provided in Article IV, Section
1, (ii) for the removal of Trustees as provided in Article IV,
Section 2, (iii) with respect to any Manager as provided in
Article IV, Section 6, (iv) with respect to any termination of
this Trust to the extent and as provided in Article IX, Section
4, (v) with respect to any amendment of this Declaration of Trust
to the extent and as provided in Article IX, Section 8, and (vi)
with respect to such additional matters relating to the Trust as
may be required by this Declaration of Trust, the Bylaws or any
registration of the Trust with the Securities and Exchange
Commission (or any successor agency) or any state, or as the
Trustees may consider necessary or desirable.  Each whole Share
shall be entitled to one vote as to any matter on which it is
entitled to vote and each fractional Share shall be entitled to a
proportionate fractional vote.  On any matter submitted to a vote
of Shareholders, all Shares of the Trust then entitled to vote
shall, except as otherwise provided in the Bylaws, be voted in
the aggregate as a single class without regard to series or
classes of shares, except (1) when required by the 1940 Act or
when the Trustees shall have determined that the matter affects
one or more series or classes of Shares materially differently,
Shares shall be voted by individual series or class; and (2) when
the Trustees have determined that the matter affects only the
interests of one or more series or classes, only Shareholders of
such series or classes shall be entitled to vote thereon.  There
shall be no cumulative voting in the election of Trustees.
Shares may be voted in person or by proxy.  A proxy with respect
to Shares held in the name of two or more persons shall be valid
if executed by any one of them unless at or prior to exercise of
the proxy the Trust receives a specific written notice to the
contrary from any one of them.  A proxy purporting to be executed
by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise and, in the case of a
challenge by any person other than the Trust, the burden of
proving invalidity shall rest on the challenger.  Until Shares of
any series or class are issued, the Trustees may exercise all
rights of Shareholders and may take any action required by law,
this Declaration of Trust or the Bylaws to be taken by
Shareholders as to such series or class.
Voting Power and Meetings
      Section 2.	Meetings of Shareholders of any or all series or
classes may be called by the Trustees from time to time for the
purpose of taking action upon any matter requiring the vote or
authority of the Shareholders of such series or classes as herein
provided or upon any other matter deemed by the Trustees to be
necessary or desirable.  Written notice of any meeting of
Shareholders shall be given or caused to be given by the Trustees
by mailing such notice at least seven days before such meeting,
postage prepaid, stating the time, place and purpose of the
meeting, to each Shareholder entitled to vote at such meeting at
the Shareholders address as it appears on the records of the
Trust.  If the Trustees shall fail to call or give notice of any
meeting of Shareholders for a period of 30 days after written
application by Shareholders holding at least 10% of the then
outstanding shares of all series and classes entitled to vote at
such meeting requesting a meeting to be called for a purpose
requiring action by the Shareholders as provided herein or in the
Bylaws, then Shareholders holding at least 10% of the then
outstanding Shares of all series and classes entitled to vote at
such meeting may call and give notice of such meeting, and
thereupon the meeting shall be held in the manner provided for
herein in case of call thereof by the Trustees.  Notice of a
meeting need not be given to any Shareholder if a written waiver
of notice, executed by him or her before or after the meeting, is
filed with the records of the meeting, or to any Shareholder who
attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him or her.
Quorum and Required Vote
      Section 3.	Thirty percent of Shares entitled to vote on a
particular matter shall be a quorum for the transaction of
business on that matter at a Shareholders meeting, except that
where any provision of law or of this Declaration of Trust or the
Bylaws requires that holders of any series or class shall vote as
an individual series or class, then thirty percent of the
aggregate number of Shares of that series or class entitled to
vote shall be necessary to constitute a quorum for the
transaction of business by that series or class.  Any lesser
number shall be sufficient for adjournments.  Any adjourned
session or sessions may be held, within a reasonable time after
the date set for the original meeting, without the necessity of
further notice.  Except when a larger vote is required by any
provision of law or of this Declaration of Trust or the Bylaws, a
majority of the Shares voted shall decide any questions and a
plurality shall elect a Trustee, provided that where any
provision of law or of this Declaration of Trust or the Bylaws
requires that the holders of any series or class shall vote as an
individual series or class then a majority of the Shares of that
series or class voted on the matter (or a plurality with respect
to the election of a Trustee) shall decide that matter insofar as
that series or class is concerned.
Action by Written Consent
      Section 4.	Any action taken by Shareholders may be taken
without a meeting if a majority of Shareholders entitled to vote
on the matter (or such larger proportion thereof as shall be
required by any express provision of this Declaration of Trust or
the Bylaws) consent to the action in writing and such written
consents are filed with the records of the meetings of
Shareholders.  Such consent shall be treated for all purposes as
a vote taken at a meeting of Shareholders.
Additional Provisions
      Section 5.	The Bylaws may include further provisions, not
inconsistent with this Declaration of Trust, regarding
Shareholders voting powers, the conduct of meetings and related
matters.
ARTICLE VI
Distributions, Redemptions and Repurchases
Distributions
      Section 1.	The Trustees may each year, or more frequently if
they so determine, distribute to the Shareholders of each series
out of the assets of such series such amounts as the Trustees may
determine.  Any such distribution to the Shareholders of a
particular series shall be made to said Shareholders pro rata in
proportion to the number of Shares of such series held by each of
them, except to the extent otherwise required or permitted by the
preferences and special or relative rights and privileges of any
classes of Shares of that Series, and any distribution to the
Shareholders of a particular class of Shares shall be made to
such Shareholders pro rata in proportion to the number of Shares
of such class held by each of them.  Such distributions shall be
made in cash, Shares or other property, or a combination thereof,
as determined by the Trustees.  Any such distribution paid in
Shares will be paid at the net asset value thereof as determined
in accordance with the Bylaws.
Redemptions and Repurchases
      Section 2.	The Trust shall purchase such Shares as are offered
by any Shareholder for redemption, upon the presentation of any
certificate for the Shares to be purchased, a proper instrument
of transfer and a request directed to the Trust or a person
designated by the Trust that the Trust purchase such Shares, or
in accordance with such other procedures for redemption as the
Trustees may from time to time authorize; and the Trust will pay
therefor the net asset value thereof, as next determined in
accordance with the Bylaws, less any redemption charge fixed by
the Trustees.  Payment for said Shares shall be made by the Trust
to the Shareholder within seven days after the date on which the
request is made.  The obligation set forth in this Section 2 is
subject to the provision that in the event that at any time the
New York Stock Exchange is closed for other than customary
weekends or holidays, or, if permitted by rules of the Securities
and Exchange Commission, during periods when trading on the
Exchange is restricted or during any emergency which makes it
impractical for the Trust to dispose of its investments or to
determine fairly the value of its net assets, or during any other
period permitted by order of the Securities and Exchange
Commission for the protection of investors, such obligation may
be suspended or postponed by the Trustees.  The Trust may also
purchase or repurchase Shares at a price not exceeding the net
asset value of such Shares in effect when the purchase or
repurchase or any contract to purchase or repurchase is made.
Payment for any redemption, purchase or repurchase may be made in
cash or, except to the extent prohibited by the laws of any
jurisdiction in which Shares are registered for sale, in other
property, or any combination thereof.  The composition of any
such payment shall be determined by the Trust in its sole
discretion, and the Trust shall have no obligation to effect a
pro rata division of cash or other property in making any such
payment.  In no event shall the Trust be liable for any delay of
any other person in transferring securities or other property
selected for delivery as all or part of any such payment.
Redemption at the Option of the Trust
      Section 3.	The Trust shall have the right at its option and at
any time to redeem Shares of any Shareholder at the net asset
value thereof as determined in accordance with the Bylaws: (i) if
at such time such Shareholder owns fewer Shares than, or Shares
having an aggregate net asset value of less than, an amount
determined from time to time by the Trustees, in which case the
Trust may redeem all Shares owned by such Shareholder or only so
many of such Shares as may be required to compensate the Trust
for any fee fixed from time to time by the Trustees for the
maintenance of small accounts; (ii) to the extent that such
Shareholder owns Shares of a particular series of Shares equal to
or in excess of a percentage of the outstanding Shares of that
series determined from time to time by the Trustees; (iii) to the
extent that such Shareholder owns Shares of the Trust
representing a percentage equal to or in excess of such
percentage of the aggregate number of outstanding Shares of the
Trust or the aggregate net asset value of the Trust determined
from time to time by the Trustees; (iv) if such Shareholder fails
to supply appropriate personal and tax identification information
requested by the Trust; (v) if such Shareholder fails to meet or
maintain the qualifications for ownership of a particular series
or class; or (vi) if the Trustees determine for any other reason,
in their sole discretion, that the ownership of Shares by a
Shareholder is not in the best interests of the remaining
Shareholders of the Trust or of the applicable series or class.
ARTICLE VII
Compensation and Limitation of Liability of Trustees
Compensation
      Section 1.	The Trustees as such shall be entitled to reasonable
compensation from the Trust; they may fix the amount of their
compensation.  Nothing herein shall in any way prevent the
employment of any Trustee for advisory, management, legal,
accounting, investment banking or other services and payment for
the same by the Trust.
Limitation of Liability
      Section 2.	A Trustee shall be liable for his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of the office of Trustee, and
for nothing else.  The Trustees shall not be responsible or
liable in any event for any neglect or wrongdoing of any officer,
agent, employee, manager or principal underwriter of the Trust,
nor shall any Trustee be responsible for the act or omission of
any other Trustee. The appointment, designation or identification
of a Trustee as an officer of the Trustees or of any committee of
the Trustees, or as an expert with respect to certain matters
(including without limitation identification of a Trustee as an
audit committee financial expert ) shall not impose on that
person any duty, obligation or liability that is greater than the
duties, obligations and liabilities imposed on that person as a
Trustee in the absence of such appointment, designation or
identification, and no Trustee who has special skills or
expertise or who is appointed, designated of identified as
aforesaid, shall be held to a higher standard of care by virtue
thereof or be limited in any way with respect to any right or
privilege to which such person would otherwise be entitled as a
Trustee hereunder, including without limitation the right of
indemnification. Nothing herein contained shall protect any
Trustee against any liability to which he or she would otherwise
be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his or her office.
ARTICLE VIII
Indemnification
Trustees, Officers, etc.
      Section 1.	The Trust shall indemnify each of its Trustees and
officers (including persons who serve at the Trusts request as
directors, officers or trustees of another organization in which
the Trust has any interest as a shareholder, creditor or
otherwise) (hereinafter referred to as a  Covered Person )
against all liabilities and expenses, including but not limited
to amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and counsel fees reasonably incurred by any
Covered Person in connection with the defense or disposition of
any threatened, pending, or contemplated action, suit, or
proceeding, whether civil, criminal, administrative, arbitrative,
or investigative and whether formal or informal before any court
or administrative or legislative or other body, in which such
Covered Person may be or may have been involved as a party or
otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of
being or having been such a Covered Person except with respect to
any matter as to which such Covered Person shall have been
finally adjudicated in any such action, suit or other proceeding
(a) not to have acted in good faith, (b) not to have acted in the
reasonable belief that such Covered Persons action was in the
best interests of the Trust or at least was not opposed to the
best interests of the Trust, (c) in the case of a criminal
proceeding, to have had reasonable cause to believe his or her
action was unlawful or (d) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of such Covered Persons office (each of such exceptions
being referred to hereinafter as  Disabling Conduct ).  Expenses,
including counsel fees so incurred by any such Covered Person
(but excluding amounts paid in satisfaction of judgments, in
compromise or as fines or penalties), shall be paid from time to
time by the Trust in advance of the final disposition of any such
action, suit or proceeding upon receipt of an undertaking by or
on behalf of such Covered Person to repay amounts so paid to the
Trust if it is ultimately determined that indemnification of such
expenses is not authorized under this Article, provided, however,
that either (a) such Covered Person shall have provided
appropriate security for such undertaking, (b) the Trust shall be
insured against losses arising from any such advance payments or
(c) either a majority of the disinterested Trustees acting on the
matter (provided that a majority of the disinterested Trustees
then in office act on the matter), or independent legal counsel
in a written opinion, shall have determined, based upon a review
of readily available facts (as opposed to a full trial type
inquiry) that there is reason to believe that such Covered Person
will be found entitled to indemnification under this Article. In
making any such determination, the disinterested Trustees or such
counsel, as the case may be, shall afford the Covered Person a
rebuttable presumption that the Covered Person did not engage in
Disabling Conduct.
Compromise Payment
      Section 2.	As to any matter disposed of (whether by a
compromise payment, pursuant to a consent decree or otherwise)
without an adjudication by a court, or by any other body before
which the action, suit, or proceeding was brought, that such
Covered Person engaged in Disabling Conduct, indemnification
shall be provided if (a) approved as in the best interests of the
Trust, after notice that it involves such indemnification, by at
least a majority of the disinterested Trustees acting on the
matter (provided that a majority of the disinterested Trustees
then in office act on the matter) upon a determination, based
upon a review of readily available facts (as opposed to a full
trial type inquiry) that such Covered Person did not engage in
Disabling Conduct, or (b) there has been obtained an opinion in
writing of independent legal counsel, based upon a review of
readily available facts (as opposed to a full trial type inquiry)
to the effect that such Covered Person did not engage in
Disabling Conduct.  Any approval pursuant to this Section shall
not prevent the recovery from any Covered Person of any amount
paid to such Covered Person in accordance with this Section as
indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have
engaged in Disabling Conduct.
Right Not Exclusive
      Section 3.	The right of indemnification hereby provided shall
not be exclusive of or affect any other rights to which such
Covered Person may be entitled.  As used in this Article VIII,
the term  Covered Person  shall include such persons heirs,
executors and administrators and a  disinterested Trustee  is a
Trustee who is not an  interested person  of the Trust as defined
in Section 2(a)(19) of the 1940 Act (or who has been exempted
from being an  interested person  by any rule, regulation or
order of the Securities and Exchange Commission) and against whom
none of such actions, suits or other proceedings or another
action, suit or other proceeding on the same or similar grounds
is then or has been pending.  Nothing contained in this Article
shall affect any rights to indemnification to which personnel of
the Trust, other than Trustees or officers, and other persons may
be entitled by contract or otherwise under law, nor the power of
the Trust to purchase and maintain liability insurance on behalf
of any such person.
Shareholders
      Section 4.	In case any Shareholder or former Shareholder shall
be held to be personally liable solely by reason of his or her
being or having been a Shareholder and not because of his or her
acts or omissions or for some other reason, the Shareholder or
former Shareholder (or his or her heirs, executors,
administrators or other legal representative or in the case of a
corporation or other entity, its corporate or other general
successor) shall be entitled to be held harmless from and
indemnified against all loss and expense arising from such
liability, but only out of the assets of the particular series of
Shares of which he or she is or was a Shareholder.
ARTICLE IX
Miscellaneous
Trustees, Shareholders, etc. Not Personally Liable for
Obligations of the Trust; Notice
      Section 1. All persons extending credit to, contracting with
or having any claim against the Trust or a particular series of
Shares shall look only to the assets of the Trust or the assets
of that particular series of Shares for payment under such
credit, contract or claim, and neither the Shareholders nor the
Trustees, nor any of the Trusts officers, employees or agents,
whether past, present or future, shall be personally liable
therefor.
      Every note, bond, contract, instrument, certificate or
undertaking and every other act or thing whatsoever executed or
done by any Trustee, officer, employee or agent on behalf of the
Trust or the Trustees or any of them in connection with the Trust
shall be conclusively deemed to have been executed or done only
in or with respect to such persons capacity as a Trustee,
officer, employee or agent, and such person shall not be
personally liable thereon.
      Every note, bond, contract, instrument, certificate or
undertaking executed on behalf of the Trust by any Trustee,
officer, employee or agent of the Trust shall give notice that
this Declaration of Trust is on file with the Secretary of State
of The Commonwealth of Massachusetts and shall recite that the
same was executed by them on behalf of the Trust in their
capacity as Trustees, officers, employees or agents of the Trust
and not individually and that the obligations of such instrument
are not binding upon any of them or the Shareholders individually
but are binding only upon the assets and property of the Trust,
and may contain such further recitals as the person so executing
may deem appropriate, but any omission of such notice or recitals
shall not operate to bind any such Trustee, officer, employee or
agent or the Shareholders individually.
Trustees Faith Actions Binding; Expert Advice; No Bond or Surety
      Section 2. The exercise by the Trustees of their powers and
discretions hereunder shall be binding upon everyone interested.
The Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of
Trust, and shall be under no liability for any act or omission
taken in accordance with such advice or for failing to follow
such advice. The Trustees shall not be required to give any bond
as such, nor any surety if a bond is required.
Liability of Third Persons Dealing with Trustee
      Section 3. No person dealing with the Trustees shall be
bound to make any inquiry concerning the validity of any
transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the
Trust or upon its order.
Duration and Termination of Trust
      Section 4. Unless terminated as provided herein, the Trust
and each series and class shall continue without limitation of
time.  The Trust or any series or class of any series may be
terminated at any time (i) by the Trustees by written notice to
the Shareholders of the Trust or to the Shareholders of the
particular series or class, as the case may be, or (ii) by the
affirmative vote of the lesser of (1) more than 50% of the
outstanding Shares of each series or class entitled to vote, or
(2) 67% or more of the Shares of each series or class entitled to
vote and present at a meeting called for this purpose if more
than 50% of the outstanding Shares of each series or class
entitled to vote are present at the meeting in person or by
proxy.  Upon termination of the Trust or of any series or class,
after paying or otherwise providing for all charges, taxes,
expenses and liabilities, whether due or accrued or anticipated,
of the Trust, or of the particular series or class, as may be
determined by the Trustees, the Trust shall in accordance with
such procedures as the Trustees consider appropriate reduce the
remaining assets of the Trust, or of the particular series or
classes, as the case may be, to distributable form in cash or
shares or other property, or any combination thereof, and
distribute the proceeds to the Shareholders of the Trust or of
the particular series or class, ratably according to the number
of Shares of such series or class held by the several
Shareholders of such series or class on the date of termination,
except to the extent otherwise required or permitted by the
preferences and special or relative rights and privileges of any
classes of Shares of that series or class.
Merger, Consolidation, Sale of Assets and Other Reorganizations
	Section 5. Except as otherwise required by applicable law,
the Trustees may, without Shareholder approval, authorize the
Trust or any series or class to merge, consolidate or reorganize
with any other entity (including another series or class of the
Trust), or to sell or exchange all or substantially all of the
assets of the Trust or of any series or class, in each case upon
such terms and for such consideration as they may determine to be
in the best interests of the Trust or of the particular series or
class. The authority provided by this Section shall be in
addition to the powers granted to the Trustees under any other
provision of this Declaration of Trust.
Filing and Copies, References, Headings
      Section 6. The original or a copy of this instrument and of
each amendment hereto shall be kept at the office of the Trust
where it may be inspected by any Shareholder.  A copy of this
instrument and of each amendment hereto shall be filed by the
Trust with the Secretary of State of The Commonwealth of
Massachusetts and with the Boston City Clerk, as well as any
other governmental office where such filing may from time to time
be required.  Anyone dealing with the Trust may rely on a
certificate by an officer of the Trust as to whether or not any
such amendments have been made and as to any matters in
connection with the Trust hereunder, and, with the same effect as
if it were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument or of any
such amendments.  In this instrument and in any such amendment,
references to this instrument and all expressions like  herein ,
hereof and  hereunder  shall be deemed to refer to this
instrument as amended or affected by any such amendments.
Headings are placed herein for convenience of reference only and
shall not be taken as a part hereof or control or affect the
meaning, construction or effect of this instrument.  This
instrument may be executed in any number of counterparts each of
which shall be deemed an original.
Applicable Law
      Section 7. This Declaration of Trust is made in The
Commonwealth of Massachusetts, and it is created under and is to
be governed by and construed and administered according to the
laws of said Commonwealth.  The Trust shall be of the type
commonly called a Massachusetts business trust and, without
limiting the provisions hereof, the Trust may exercise all powers
which are ordinarily exercised by such a trust.
Amendments
      Section 8. This Declaration of Trust may be amended at any
time by an instrument in writing signed by a majority of the then
Trustees when authorized to do so by a vote of the Shareholders,
provided that Shareholder authorization shall not be required in
the case of any amendment (i) having the purpose of changing the
name of the Trust or of supplying any omission, curing any
ambiguity or curing, correcting or supplementing any defective or
inconsistent provision contained herein or (ii) which is
determined by the Trustees in their sole discretion not to have a
material adverse effect on the Shareholders of any series or
class of Shares.




      IN WITNESS WHEREOF, the undersigned, being a majority of the
Trustees of the Trust, have hereunto set their hands and seals in
the City of Boston, Massachusetts for themselves and their
assigns, as of the day and year first above written.

/s/ Liaquat Ahamed				        /s/ John A. Hill
Liaquat Ahamed

/s/ Ravi Akhoury
John A. Hill

/s/ Paul L. Joskow
Ravi Akhoury
Paul L. Joskow
/s/ Barbara M. Baumann
/s/ Kenneth R. Leibler
Barbara M. Baumann
Kenneth R. Leibler
/s/ Jameson A. Baxter
/s/ Robert E. Patterson
Jameson A. Baxter
Robert E. Patterson
/s/ Charles B. Curtis
/s/ George Putnam, III
Charles B. Curtis
George Putnam, III
/s/ Robert J. Darretta
/s/ Robert L. Reynolds
Robert J. Darretta
Robert L. Reynolds
/s/ Katinka Domotorffy
/s/ W. Thomas Stephens
Katinka Domotorffy
W. Thomas Stephens


THE COMMONWEALTH OF MASSACHUSETTS

Suffolk, ss.
Boston, March 21, 2014

         Then personally appeared each of the above named
Trustees of Putnam Global Equity Fund and acknowledged the
foregoing instrument to be his or her free act and deed, before
me,

                                  					/s/ J.
Scott Harris

                              					Notary Public
                              My Commission
Expires: August 29, 2019

The address of the Trust is One Post Office Square, Boston,
Massachusetts 02109.


ADDENDUM
The individuals listed 	on the signature page represent all of
the members of the Board of Trustees of the Trust.  The business
address for each Trustee is One Post Office Square, Boston, MA
02109.





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EX-99

PUTNAM GLOBAL EQUITY FUND
MANAGEMENT CONTRACT

      This Management Contract is dated as of February 27, 2014
between PUTNAM GLOBAL EQUITY 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
on Schedule A to this Contract (each reference in this Contract
to  a Fund  or to  the Fund  is also deemed to be a reference to
any existing series of the Fund, as appropriate in the particular
context), will determine what investments will be purchased, held,
sold or exchanged by the Fund and what portion, if any, of the
assets of the Fund will be held uninvested and will, on behalf of
the Fund, make changes in such investments. Subject always to the
control of the Trustees of the Fund and except for the functions
carried out by the officers and personnel referred to in Section
1(d), the Manager will also manage, supervise and conduct the
other affairs and business of the Fund and matters incidental
thereto. In the performance of its duties, the Manager will
comply with the provisions of the Agreement and Declaration of
Trust and By  Laws of the Fund and the stated investment
objectives, policies and restrictions of the Fund, will use its
best efforts to safeguard and promote the welfare of the Fund and
to comply with other policies which the Trustees may from time to
time determine and will exercise the same care and diligence
expected of the Trustees.

      (b) 	The Manager, at its expense, except as such expense is
paid by the Fund as provided in Section 1(d), will furnish (1)
all necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
faithfully; (2) suitable office space for the Fund; and (3)
administrative facilities, including bookkeeping, clerical
personnel and equipment necessary for the efficient conduct of
the affairs of the Fund, including determination of the net asset
value of the Fund, but excluding shareholder accounting services.
Except as otherwise provided in Section 1(d), the Manager will
pay the compensation, if any, of the officers of the Fund.

      (c) 	The Manager, at its expense, will place all orders for
the purchase and sale of portfolio investments for the Funds
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 Funds 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 Managers 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 Funds 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 Managers 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 TO THE MANAGER.

      The Fund will pay to the Manager as compensation for the
Managers services rendered, for the facilities furnished and for
the expenses borne by the Manager pursuant to paragraphs (a), (b),
and (c) of Section 1, a Base Fee, computed and paid monthly on
the Average Net Assets of the Fund at the annual rates set forth
on Schedule B attached to this Contract, as from time to time
amended, subject to adjustment as set forth on Schedule C
attached to this Contract, as from time to time amended. The
Funds  Average Net Assets  means the average of all of the
determinations of the Funds net asset value at the close of
business on each business day during each period for which such
computation is made. The Base Fee, as adjusted, is payable for
each month within 15 days after the close of the month.

      The fees payable by the Fund to the Manager pursuant to this
Section 3 will be reduced by any commissions, fees, brokerage or
similar payments received by the Manager or any affiliated person
of the Manager in connection with the purchase and sale of
portfolio investments of the Fund, less any direct expenses
approved by the Trustees incurred by the Manager or any
affiliated person of the Manager in connection with obtaining
such payments.

      In the event that expenses of the Fund for any fiscal year
exceed the expense limitation on investment company expenses
imposed by any statute or regulatory authority of any
jurisdiction in which shares of the Fund are qualified for offer
or sale, the compensation due the Manager for such fiscal year
will be reduced by the amount of excess by a reduction or refund
thereof. In the event that the expenses of the Fund exceed any
expense limitation which the Manager may, by written notice to
the Fund, voluntarily declare to be effective subject to such
terms and conditions as the Manager may prescribe in such notice,
the compensation due the Manager will be reduced, and if
necessary, the Manager will assume expenses of the Fund, to the
extent required by the terms and conditions of such expense
limitation.

      If the Manager serves for less than the whole of a month,
the foregoing compensation will be prorated.

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

      This Contract will automatically terminate, without the
payment of any penalty, in the event of its assignment, provided
that no delegation of responsibilities by the Manager pursuant to
Section 1(f) will be deemed to constitute an assignment. No
provision of this Contract may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Contract
is effective until approved in a manner consistent with the 1940
Act, the rules and regulations under the 1940 Act and any
applicable guidance or interpretation of the Securities and
Exchange Commission or its staff.

5. 	EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.

      This Contract is effective upon its execution and will
remain in full force and effect as to a Fund continuously
thereafter (unless terminated automatically as set forth in
Section 4 or terminated in accordance with the following
paragraph) through June 30, 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.

[The remainder of this page intentionally left blank.]





      IN WITNESS WHEREOF, PUTNAM GLOBAL EQUITY 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.

 PUTNAM GLOBAL EQUITY FUND

  By:	/s/ Jonathan S. Horwitz
 	Jonathan S. Horwitz
Executive Vice President, Principal
Executive Officer, and Compliance
Liaison

 PUTNAM INVESTMENT MANAGEMENT, LLC

 By:	/s/ James P. Pappas
 	James P. Pappas
Director of Trustee Relations and
Authorized Person






	Schedule A
Not applicable.




Schedule B

Base Fee:
0.850% of the first $5 billion of Total Open  End Mutual Fund
Average Net Assets;
0.800% of the next $5 billion of Total Open  End Mutual Fund
Average Net Assets;
0.750% of the next $10 billion of Total Open  End Mutual Fund
Average Net Assets;
0.700% of the next $10 billion of Total Open  End Mutual Fund
Average Net Assets;
0.650% of the next $50 billion of Total Open  End Mutual Fund
Average Net Assets;
0.630% of the next $50 billion of Total Open  End Mutual Fund
Average Net Assets;
0.620% of the next $100 billion of Total Open  End Mutual Fund
Average Net Assets;
0.615% of any excess thereafter.

Benchmark: Morgan Stanley Capital International (MSCI) World
Index (Net Dividends)
Maximum Performance Adjustment Rate: 0.15%
Minimum Performance Adjustment Rate:   0.15%

 Total Open  End Mutual Fund Average Net Assets  means the
average of all of the determinations of the aggregate net assets
of all open  end funds sponsored by Putnam Management (excluding
the net assets of such funds investing in, or invested in by,
other such funds, such as Putnam RetirementReady Funds and
Putnam Money Market Liquidity Fund, to the extent necessary to
avoid  double  counting  of such net assets) at the close of
business on each business day during each month while the
Management Contract is in effect.




Schedule C

The Funds Base Fee computed in accordance with Schedule B will be
adjusted, on a monthly basis, upward or downward, as the case may
be, by an amount computed by applying the Performance Adjustment
Rate to the Average Net Assets of the Fund for the Performance
Period and dividing the result by twelve.

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.

Performance Adjustment Rate. The Performance Adjustment Rate is
equal to the product of 0.03 multiplied by the difference,
positive or negative, obtained by subtracting (i) the Investment
Record of the Benchmark for the Performance Period from (ii) the
Investment Performance of the Measuring Class for the Performance
Period; provided that the Performance Adjustment Rate for the
Fund may not exceed the Maximum Performance Adjustment Rate set
forth on Schedule B or be less than the Minimum Performance
Adjustment Rate set forth on Schedule B.

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.

Benchmark. The Funds initial Benchmark is set forth in Schedule B.
If the Trustees determine that another appropriate index of
securities prices should be substituted as the Benchmark, the
Trustees may determine, with the consent of the Manager, to use
such other appropriate index of securities prices for purposes of
this Schedule C (the  Replacement Benchmark ) without shareholder
approval, unless shareholder approval of the change is otherwise
required by applicable law. Any Replacement Benchmark will be
applied prospectively to determine the amount of the Performance
Adjustment. The Benchmark will continue to be used to determine
the amount of the Performance Adjustment for that part of the
Performance Period prior to the effective date of the Replacement
Benchmark.

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 this Schedule 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.




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A-1
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B-1
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C-2
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C-1
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