0000869392-16-000298.txt : 20160826
0000869392-16-000298.hdr.sgml : 20160826
20160826130629
ACCESSION NUMBER: 0000869392-16-000298
CONFORMED SUBMISSION TYPE: NSAR-B
PUBLIC DOCUMENT COUNT: 6
CONFORMED PERIOD OF REPORT: 20160630
FILED AS OF DATE: 20160826
DATE AS OF CHANGE: 20160826
EFFECTIVENESS DATE: 20160826
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: PUTNAM INTERNATIONAL EQUITY FUND /MA/
CENTRAL INDEX KEY: 0000868648
IRS NUMBER: 046661045
STATE OF INCORPORATION: MA
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: NSAR-B
SEC ACT: 1940 Act
SEC FILE NUMBER: 811-06190
FILM NUMBER: 161853854
BUSINESS ADDRESS:
STREET 1: ONE POST OFFICE SQ
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 6172921471
FORMER COMPANY:
FORMER CONFORMED NAME: PUTNAM INTERNATIONAL GROWTH FUND /MA/
DATE OF NAME CHANGE: 19960805
FORMER COMPANY:
FORMER CONFORMED NAME: PUTNAM OVERSEAS GROWTH FUND
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: PUTNAM INTERNATIONAL GROWTH FUND
DATE OF NAME CHANGE: 19901107
0000868648
S000006181
PUTNAM INTERNATIONAL EQUITY FUND /MA/
C000017024
Class A Shares
POVSX
C000017025
Class B Shares
POVBX
C000017026
Class C Shares
PIGCX
C000017027
Class M Shares
POVMX
C000017028
Class R Shares
PIERX
C000017029
Class Y Shares
POVYX
C000118015
Class R5
C000118016
Class R6
NSAR-B
1
answer.fil
PAGE 1
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PAGE 2
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PAGE 3
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PAGE 4
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PAGE 5
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PAGE 6
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PAGE 7
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PAGE 8
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PAGE 9
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PAGE 10
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SIGNATURE JANET SMITH
TITLE PRINC. ACCT. OFFICER
EX-99
2
audltr841.txt
Report of Independent Registered Public Accounting Firm
To the Trustees and Shareholders of Putnam International Equity
Fund:
In planning and performing our audit of the financial statements
of Putnam International Equity Fund (the Fund) as of and for the
year ended June 30, 2016, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), we
considered the Funds 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 Funds internal control over
financial reporting. Accordingly, we do not express an opinion on
the effectiveness of the Funds internal control over financial
reporting.
The 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 funds 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. A funds
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 fund; (2)
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the fund are being made only in
accordance with authorizations of management and trustees of the
fund; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition
of a funds 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 the Funds annual or interim financial statements
will not be prevented or detected on a timely basis.
Our consideration of the Funds 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 over financial reporting that might be material
weaknesses under standards established by the Public Company
Accounting Oversight Board (United States). However, we noted no
deficiencies in the Funds internal control over financial
reporting and its operation, including controls over safeguarding
securities, that we consider to be material weaknesses as defined
above as of June 30, 2016.
This report is intended solely for the information and use of
management and the Board of Trustees of Putnam International
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/ PricewaterhouseCoopers LLP
Boston, Massachusetts
August 10, 2016
2 of 2
1 of 2
PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Boston, MA 02210
T: (617) 530 5000, F:(617) 530 5001, www.pwc.com/us
EX-99
3
bylaws841.txt
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
(each a Trust and together, the Trusts)
Amendment to Amended and Restated Bylaws
WHEREAS, ARTICLE 13, Section 13.1 of the Amended and Restated Bylaws
(the Bylaws) of the Trusts permits the Board of Trustees of the Trusts
(the Trustees) to amend or repeal, in whole or in part, the Bylaws;
WHEREAS, the Trustees desire to amend the Bylaws to add Article 14,
Section 14.1, entitled Claims, which clarifies and defines the
distinction between direct shareholder claims and derivative claims
brought by or on behalf of the Trusts;
NOW, THEREFORE, the Bylaws are hereby amended as follows:
1. The following shall be added as ARTICLE 14, Section 14.1:
14.1 Claims. As used herein, a direct Shareholder claim shall refer
to (i) a claim based upon alleged violations of a Shareholders
individual rights independent of any harm to the Trust, including a
Shareholders voting rights under Article 10, rights to receive a
dividend payment as may be declared from time to time, rights to
inspect books and records, or other similar rights personal to the
Shareholder and independent of any harm to the Trust; and (ii) a claim
for which a direct shareholder action is expressly provided under the
U.S. federal securities laws. Any claim asserted by a Shareholder that
is not a direct Shareholder claim, including without limitation any
claims purporting to be brought on behalf of the Trust or involving
any alleged harm to the Trust, shall be considered a derivative claim
as used herein.
This Amendment is effective as of April 22, 2016.
EX-99
4
paccntrct841.txt
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
5
perclass841.txt
841 Putnam International Equity Fund
6/30/16 Annual
Because of the electronic format for filing Form N SAR does not
provide adequate space for responding to certain items correctly,
the correct answers are as follows:
72DD1 Class A 19,145
Class B 231
Class C 1,072
Class M 280
72DD2 Class R 65
Class R5 568
Class R6 553
Class Y 2,874
73A1 Class A 0.593
Class B 0.401
Class C 0.429
Class M 0.468
73A2 Class R 0.498
Class R5 0.669
Class R6 0.692
Class Y 0.665
74U1 Class A 31,615
Class B 519
Class C 2,385
Class M 514
74U2 Class R 147
Class R5 780
Class R6 3,176
Class Y 4,512
74V1 Class A 20.49
Class B 19.51
Class C 19.77
Class M 19.93
74V2 Class R 20.15
Class R5 20.79
Class R6 20.82
Class Y 20.74
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
6
pilcntrct841.txt
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 Government Money Market 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
Effective as of March 24, 2016 unless otherwise noted
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
George Putnam Balanced Fund
Putnam Global Consumer Fund
Putnam Global Dividend Fund
Putnam Global Energy Fund
Putnam Global Equity Fund
Putnam Global Financials Fund
Putnam Global Health Care Fund
Putnam Global Income Trust
Putnam Global Industrials Fund
Putnam Global Natural Resources Fund
Putnam Global Sector Fund
Putnam Global Technology Fund
Putnam Global Telecommunications Fund
Putnam Global Utilities Fund
Putnam Government Money Market Fund (effective October 16, 2015)
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 Opportunities 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 2060 Fund
Putnam RetirementReady 2055 Fund
Putnam RetirementReady 2050 Fund
Putnam RetirementReady 2045 Fund
Putnam RetirementReady 2040 Fund
Putnam RetirementReady 2035 Fund
Putnam RetirementReady 2030 Fund
Putnam RetirementReady 2025 Fund
Putnam RetirementReady 2020 Fund
Putnam 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 Perso