EIGHTH JOINDER TO GLOBAL CUSTODY AGREEMENT
EIGHTH JOINDER (“Joinder”) to the GLOBAL CUSTODY AGREEMENT, dated March 1, 2020, among each of the Customers listed on Annex B thereto (each a “Customer”) and J.P. MORGAN CHASE BANK, N.A (“J.P. Morgan”), as amended from time to time (the “Agreement”), is made and entered into as of May 13, 2024, between each New Customer (as defined below) and J.P. Morgan.
W I T N E S S E T H:
WHEREAS, the Customers and J.P. Morgan entered into the Agreement;
WHEREAS, the entities listed on Annex 1 (the “New Customers”) hereto request that J.P. Morgan provide custody services to them under the terms and conditions set forth in the Agreement;
WHEREAS, J.P. Morgan agrees to provide custody services to the New Customers pursuant to the terms and conditions set forth in the Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby agree as follows:
1. Definitions. Unless otherwise defined herein, defined terms used in this Joinder shall have the meaning ascribed to such terms in the Agreement.
2. Joinder. The New Customers hereby agree to be subject to and bound by the terms and conditions of the Agreement commencing on the date on which cash and any applicable Securities are transitioned to J.P. Morgan.
| 3. | Amendments. The Agreement shall be amended as follows: |
| (A) | Section 10.9 is added to the Agreement: |
10.9 Limitation of Liability
For each Customer that is organized as a Massachusetts business trust, a copy of the Amended and Restated Agreement and Declaration of Trust of each such Customer is on file with the Secretary of The Commonwealth of Massachusetts. Notice is hereby given that the execution and delivery of this Agreement on each Customer’s behalf has been authorized by its trustees, and signed by an authorized officer, in each case acting in such capacity and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers, shareholders, nominees, agents or employees of such Customer personally, but shall bind only the assets and property of such Customer or Fund.
| (B) | Annex B of the Agreement is hereby amended and restated in its entirety by Annex 2 hereto. |
| (C) | Except as amended by this Joinder, the Agreement shall remain in full force and effect. |
4. Entire Agreement. This Joinder and the Agreement and any documents referred to in each of them, constitutes the whole agreement between the parties relating to their subject matter and supersedes and extinguishes any other drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Joinder are inconsistent with or in conflict with any of the provisions of the Agreement then, to the extent of any such inconsistency or conflict, the provisions of this Joinder shall prevail as between the parties.
5. Counterparts. This Joinder may be executed in any number of counterparts which together shall constitute one agreement. Each party hereto may enter into this Joinder by executing a counterpart and this Joinder shall not take effect until it has been executed by both parties.
6. Law and Jurisdiction. This Joinder shall be governed by, and construed in accordance with, the laws of the State of New York.
[ Signature page follows ]
IN WITNESS WHEREOF, the parties have executed this Joinder as of the date first above written.
J.P. Morgan Chase Bank, N.A.
| By: | /s/ Carl Mehldau |
| Name: | Carl Mehldau |
| Title: | Executive Director |
| Date: | May 13, 2024 |
Putnam California Tax Exempt Income Fund
Putnam Convertible Securities Fund
Putnam Diversified Income Trust
Putnam Asset Allocation Funds, on behalf of its series listed on Annex 1
Putnam Funds Trust, on behalf of its series listed on Annex 1
Putnam Focused International Equity Fund
George Putnam Balanced Fund
Putnam Global Health Care Fund
Putnam Global Income Trust
Putnam High Yield Fund
Putnam Income Fund
Putnam International Equity Fund
Putnam Investment Funds, on behalf of its series listed on Annex 1
Putnam Large Cap Value Fund
Putnam Managed Municipal Income Trust
Putnam Massachusetts Tax Exempt Income Fund
Putnam Master Intermediate Income Trust
Putnam Minnesota Tax Exempt Income Fund
Putnam Money Market Fund
Putnam Mortgage Securities 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 Sustainable Leaders Fund
Putnam Target Date Funds, on behalf of its series listed on Annex 1
Putnam Tax Exempt Income Fund
Putnam Tax-Free Income Trust, on behalf of its series listed on Annex 1
Putnam Variable Trust, on behalf of its series listed on Annex 1
| By: | /s/ Jonathan S. Horwitz |
| Name: | Jonathan S. Horwitz |
| Title: | Executive Vice President, Principal |
| Executive Officer, and Compliance Liaison | |
| Date: | May 6, 2024 |
Annex 1
Putnam California Tax Exempt Income Fund
Putnam Convertible Securities Fund
Putnam Diversified Income Trust
Putnam Asset Allocation Funds
-Putnam Dynamic Asset Allocation Balanced Fund
-Putnam Dynamic Asset Allocation Conservative Fund
-Putnam Dynamic Asset Allocation Growth Fund
-Putnam Multi-Asset Income Fund
Putnam Funds Trust
-Putnam Core Bond Fund
-Putnam Core Equity Fund
-Putnam Dynamic Asset Allocation Equity Fund
-Putnam Emerging Markets Equity Fund
-Putnam Floating Rate Income Fund
-Putnam Focused Equity Fund
-Putnam Global Technology Fund
-Putnam Intermediate-Term Municipal Income Fund
-Putnam International Value Fund
-Putnam Mortgage Opportunities Fund
-Putnam Short Duration Bond Fund
-Putnam Short Term Investment Fund
-Putnam Short-Term Municipal Income Fund
-Putnam Small Cap Growth Fund
-Putnam Ultra Short Duration Income Fund
-Putnam Ultra Short MAC Series
Putnam Focused International Equity Fund
George Putnam Balanced Fund
Putnam Global Health Care Fund
Putnam Global Income Trust
Putnam High Yield Fund
Putnam Income Fund
Putnam International Equity Fund
Putnam Investment Funds
-Putnam Government Money Market Fund
-Putnam International Capital Opportunities Fund
-Putnam Large Cap Growth Fund
-Putnam Research Fund
-Putnam Small Cap Value Fund
-Putnam Sustainable Future Fund
Putnam Large Cap Value Fund
Putnam Managed Municipal Income Trust
Putnam Massachusetts Tax Exempt Income Fund
Putnam Master Intermediate Income Trust
Putnam Minnesota Tax Exempt Income Fund
Putnam Money Market Fund
Putnam Mortgage Securities 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 Sustainable Leaders Fund
Putnam Target Date Funds
-Putnam Retirement Advantage Maturity Fund
-Putnam Retirement Advantage 2065 Fund
-Putnam Retirement Advantage 2060 Fund
-Putnam Retirement Advantage 2055 Fund
-Putnam Retirement Advantage 2050 Fund
-Putnam Retirement Advantage 2045 Fund
-Putnam Retirement Advantage 2040 Fund
-Putnam Retirement Advantage 2035 Fund
-Putnam Retirement Advantage 2030 Fund
-Putnam Retirement Advantage 2025 Fund
-Putnam Sustainable Retirement Maturity Fund
-Putnam Sustainable Retirement 2065 Fund
-Putnam Sustainable Retirement 2060 Fund
-Putnam Sustainable Retirement 2055 Fund
-Putnam Sustainable Retirement 2050 Fund
-Putnam Sustainable Retirement 2045 Fund
-Putnam Sustainable Retirement 2040 Fund
-Putnam Sustainable Retirement 2035 Fund
-Putnam Sustainable Retirement 2030 Fund
-Putnam Sustainable Retirement 2025 Fund
Putnam Tax Exempt Income Fund
Putnam Tax-Free Income Trust
-Putnam Strategic Intermediate Municipal Fund
-Putnam Tax-Free High Yield Fund
Putnam Variable Trust
-Putnam VT Core Equity Fund
-Putnam VT Diversified Income Fund
-Putnam VT Emerging Markets Equity Fund
-Putnam VT Focused International Equity Fund
-Putnam VT George Putnam Balanced Fund
-Putnam VT Global Asset Allocation Fund
-Putnam VT Global Health Care Fund
-Putnam VT Government Money Market Fund
-Putnam VT High Yield Fund
-Putnam VT Income Fund
-Putnam VT International Equity Fund
-Putnam VT International Value Fund
-Putnam VT Large Cap Growth Fund
-Putnam VT Large Cap Value Fund
-Putnam VT Mortgage Securities Fund
-Putnam VT Research Fund
-Putnam VT Small Cap Growth Fund
-Putnam VT Small Cap Value Fund
-Putnam VT Sustainable Future Fund
-Putnam VT Sustainable Leaders Fund
Annex 2
“ANNEX B TO THE GLOBAL CUSTODY AGREEMENT”
List of Customers
| Customer | Jurisdiction |
|
Franklin Templeton Variable Insurance Products Trust on behalf of its series:^ Templeton Developing Markets VIP Fund Templeton Foreign VIP Fund Templeton Growth VIP Fund Franklin DynaTech VIP Fund Franklin Growth and Income VIP Fund Franklin Global Real Estate VIP Fund Templeton Global Bond VIP Fund Franklin Income VIP Fund Franklin U.S. Government Securities VIP Fund Franklin Rising Dividends VIP Fund Franklin Small-Mid Cap Growth VIP Fund Franklin Large Cap Growth VIP Fund Franklin Mutual Global Discovery VIP Fund Franklin Mutual Shares VIP Fund Franklin Small Cap Value VIP Fund Franklin Strategic Income VIP Fund Franklin Allocation VIP Fund Franklin VolSmart Allocation VIP Fund |
United States |
|
Templeton Funds on behalf of its series:^ Templeton World Fund Templeton Foreign Fund Templeton International Climate Change Fund |
United States |
|
Templeton Global Investment Trust on behalf of its series:^ Templeton Emerging Markets Small Cap Fund Templeton Frontier Markets Fund Templeton Global Balanced Fund |
United States |
|
Templeton Income Trust on behalf of its series:^ Templeton Global Bond Fund Templeton Emerging Markets Bond Fund Templeton International Bond Fund
Templeton Global Total Return Fund |
United States |
|
Templeton Institutional Funds on behalf of its series:^ Foreign Smaller Companies Series International Equity Series Global Equity Series |
United States |
| Customer | Jurisdiction |
|
Institutional Fiduciary Trust on behalf of its series:^ Franklin Money Market Fund Money Market Portfolio |
United States |
| Templeton Global Smaller Companies Fund^ | United States |
| Templeton Growth Funds, Inc.^ | United States |
| Templeton Emerging Markets Fund^ | United States |
| Templeton Global Income Fund^ | United States |
| Templeton Developing Markets Trust^ | United States |
| Templeton Emerging Markets Income Fund^ | United States |
| Templeton Dragon Fund, Inc.^ | United States |
| Templeton China World Fund^ | United States |
| Templeton Strategic Emerging Markets Fund III, L.P. | United States |
| Templeton Growth Fund II Limited | Cayman Islands |
| Templeton China Opportunities Fund, Ltd. | Cayman Islands |
| Templeton Strategic Emerging Markets Fund III, (Cayman) L.P. | Cayman Islands |
| Templeton Strategic Emerging Markets Fund IV LDC | Cayman Islands |
| Templeton Strategic Emerging Markets Fund III LDC | Cayman Islands |
| Templeton Global Advisors Ltd (Separate Account) | Bahamas |
|
Franklin ETF Trust on behalf of its series:^ Franklin Equity Portfolio Fund Franklin Fixed Income Portfolio Fund |
United States |
| Franklin OnChain U.S. Government Money Fund^ | United States |
| Franklin Templeton SMACS: Series EM | United States |
| Franklin California Tax-Free Income Fund^ | United States |
|
Franklin California Tax Free Trust on behalf of its series^ Franklin California Intermediate-Term Tax-Free Income Fund |
United States |
|
Franklin Custodian Funds on behalf of its series^ Franklin U.S. Government Securities Fund Franklin Growth Fund Franklin Utilities Fund Franklin DynaTech Fund Franklin Income Fund |
United States |
| Franklin Federal Tax-Free Income Fund^ | United States |
| Franklin Floating Rate Master Trust on behalf of its series^ | United States |
| Customer | Jurisdiction |
|
Franklin Floating Rate Master Series Franklin Floating Rate Income Fund |
|
|
Franklin Fund Allocator Series on behalf of its series:^ Franklin Corefolio Allocation Fund Franklin Global Allocation Fund Franklin Conservative Allocation Fund Franklin Moderate Allocation Fund Franklin Growth Allocation Fund Franklin LifeSmart 2020 Retirement Target Fund Franklin LifeSmart 2025 Retirement Target Fund Franklin LifeSmart 2030 Retirement Target Fund Franklin LifeSmart 2035 Retirement Target Fund Franklin LifeSmart 2040 Retirement Target Fund Franklin LifeSmart 2045 Retirement Target Fund Franklin LifeSmart 2050 Retirement Target Fund Franklin LifeSmart 2055 Retirement Target Fund Franklin LifeSmart 2060 Retirement Target Fund Franklin LifeSmart Retirement Income Fund Franklin U.S. Core Equity (IU) Fund Franklin International Core Equity (IU) Fund Franklin Emerging Market Core Equity (IU) Fund |
United States |
|
Franklin Global Trust on behalf of its series^ Franklin Emerging Market Debt Opportunities Fund Franklin International Growth Fund |
United States |
| Franklin Gold And Precious Metals Fund^ | United States |
|
Franklin High Income Trust on behalf of its series:^ Franklin High Income Fund |
United States |
| Customer | Jurisdiction |
|
Franklin Investors Securities Trust on behalf of its series^ Franklin Total Return Fund
Franklin Floating Rate Daily Access Fund Franklin Managed Income Fund Franklin Low Duration Total Return Fund Franklin Adjustable U.S. Government Securities Fund Franklin Equity Income Fund Franklin Convertible Securities Fund |
United States |
| Franklin Limited Duration Income Trust^ | United States |
|
Franklin Managed Trust on behalf of its series:^
Franklin Rising Dividends Funds |
United States |
|
Franklin Municipal Series Trust on behalf of its series:^
Franklin California High Yield Municipal Fund |
United States |
|
Franklin Mutual Series Funds on behalf of its series^ Franklin Mutual Beacon Fund
Franklin Mutual Global Discovery Fund Franklin Mutual European Fund Franklin Mutual Quest Fund Franklin Mutual Shares Fund Franklin Mutual Financial Services Fund |
United States |
| Franklin New York Tax-Free Income Fund^ | United States |
|
Franklin New York Tax Free Trust on behalf of its series^ Franklin New York Intermediate-Term Tax-Free Income Fund |
United States |
|
Franklin Real Estate Securities Trust on behalf of its series^ Franklin Real Estate Securities Fund |
United States |
| Franklin Strategic Mortgage Portfolio^ | United States |
|
Franklin Strategic Series on behalf of its series^ Franklin Strategic Income Fund Franklin Small-Mid Cap Growth Fund |
United States |
| Customer | Jurisdiction |
|
Franklin Biotechnology Discovery Fund Franklin Natural Resources Fund Franklin Growth Opportunities Fund Franklin Small Cap Growth Fund Franklin Templeton SMACS Series CH Franklin Templeton SMACS Series E Franklin Templeton SMACS Series H Franklin Templeton SMACS Series I |
|
|
Franklin Tax Free Trust on behalf of its series^ Franklin Massachusetts Tax-Free Income Fund Franklin Michigan Tax-Free Income Fund Franklin Minnesota Tax-Free Income Fund Franklin Ohio Tax-Free Income Fund Franklin Colorado Tax-Free Income Fund Franklin Georgia Tax-Free Income Fund Franklin Pennsylvania Tax-Free Income Fund Franklin High Yield Tax-Free Income Fund Franklin Federal Limited-Term Tax-Free Fund Franklin Missouri Tax-Free Income Fund Franklin Oregon Tax-Free Income Fund Franklin Virginia Tax-Free Income Fund Franklin Alabama Tax-Free Income Fund Franklin Connecticut Tax-Free Income Fund Franklin Louisiana Tax-Free Income Fund Franklin Maryland Tax-Free Income Fund Franklin North Carolina Tax-Free Income Fund Franklin New Jersey Tax-Free Income Fund Franklin Arizona Tax-Free Income Fund Franklin Federal Intermediate-Term Tax-Free Income Fund |
United States |
| Customer | Jurisdiction |
| Franklin Universal Trust^ | United States |
|
Franklin U.S. Government Money Fund on behalf of its series^ Franklin U.S. Government Money Fund |
United States |
|
Franklin Value Investors Trust on behalf of^ Franklin Mutual U.S. Mid Cap Value Fund Franklin Microcap Value Fund Franklin Small Cap Value Fund |
United States |
|
The Money Market Portfolios on behalf of its series^ The U.S. Government Money Market Portfolio |
United States |
|
Franklin Templeton Cayman SPC Fund Franklin USD Diversified Bond VI 2024 SP Franklin USD Diversified Fixed Tenure Bond SP Franklin USD Diversified Bond VII 2024 SP Franklin USD Diversified Fixed Tenure Bond Series II SP |
Cayman Islands |
| Franklin USD Diversified Bond IV 2024 Fund | Cayman Islands |
| Franklin Templeton U.S. Government Securities II Limited | Bermuda |
| Alternative Strategies (FT) LTD. | Cayman Islands |
| Franklin Long Duration Credit Fund | United States |
| Putnam California Tax Exempt Income Fund* | United States |
| Putnam Convertible Securities Fund* | United States |
| Putnam Diversified Income Trust* | United States |
|
Putnam Asset Allocation Funds, on behalf of its series* Putnam Dynamic Asset Allocation Balanced Fund Putnam Dynamic Asset Allocation Conservative Fund Putnam Dynamic Asset Allocation Growth Fund Putnam Multi-Asset Income Fund
|
United States |
|
Putnam Funds Trust, on behalf of its series* Putnam Core Bond Fund Putnam Core Equity Fund Putnam Dynamic Asset Allocation Equity Fund Putnam Emerging Markets Equity Fund Putnam Floating Rate Income Fund Putnam Focused Equity Fund Putnam Global Technology Fund Putnam Intermediate-Term Municipal Income Fund Putnam International Value Fund Putnam Mortgage Opportunities Fund Putnam Short Duration Bond Fund Putnam Short Term Investment Fund Putnam Short-Term Municipal Income Fund Putnam Small Cap Growth Fund Putnam Ultra Short Duration Income Fund Putnam Ultra Short MAC Series
|
United States |
| Putnam Focused International Equity Fund* | United States |
| George Putnam Balanced Fund* | United States |
| Putnam Global Health Care Fund* | United States |
| Putnam Global Income Trust* | United States |
| Putnam High Yield Fund* | United States |
| Putnam Income Fund* | United States |
| Putnam International Equity Fund* | United States |
|
Putnam Investment Funds, on behalf of its series* Putnam Government Money Market Fund Putnam International Capital Opportunities Fund Putnam Large Cap Growth Fund Putnam Research Fund Putnam Small Cap Value Fund Putnam Sustainable Future Fund
|
United States |
| Putnam Large Cap Value Fund* | United States |
| Putnam Managed Municipal Income Trust* | United States |
| Putnam Massachusetts Tax Exempt Income Fund* | United States |
| Putnam Master Intermediate Income Trust* | United States |
| Putnam Minnesota Tax Exempt Income Fund* | United States |
| Putnam Money Market Fund* | United States |
| Putnam Mortgage Securities Fund* | United States |
| Putnam Municipal Opportunities Trust* | United States |
| Putnam New Jersey Tax Exempt Income Fund* | United States |
| Putnam New York Tax Exempt Income Fund* | United States |
| Putnam Ohio Tax Exempt Income Fund* | United States |
| Putnam Pennsylvania Tax Exempt Income Fund* | United States |
| Putnam Premier Income Trust* | United States |
| Putnam Sustainable Leaders Fund* | United States |
|
Putnam Target Date Funds, on behalf of its series* Putnam Retirement Advantage Maturity Fund Putnam Retirement Advantage 2065 Fund Putnam Retirement Advantage 2060 Fund Putnam Retirement Advantage 2055 Fund Putnam Retirement Advantage 2050 Fund Putnam Retirement Advantage 2045 Fund Putnam Retirement Advantage 2040 Fund Putnam Retirement Advantage 2035 Fund Putnam Retirement Advantage 2030 Fund Putnam Retirement Advantage 2025 Fund Putnam Sustainable Retirement Maturity Fund Putnam Sustainable Retirement 2065 Fund Putnam Sustainable Retirement 2060 Fund Putnam Sustainable Retirement 2055 Fund Putnam Sustainable Retirement 2050 Fund Putnam Sustainable Retirement 2045 Fund Putnam Sustainable Retirement 2040 Fund Putnam Sustainable Retirement 2035 Fund Putnam Sustainable Retirement 2030 Fund Putnam Sustainable Retirement 2025 Fund
|
United States |
| Putnam Tax Exempt Income Fund* | United States |
|
Putnam Tax-Free Income Trust, on behalf of its series* Putnam Strategic Intermediate Municipal Fund Putnam Tax-Free High Yield Fund
|
United States |
|
Putnam Variable Trust, on behalf of its series* Putnam VT Core Equity Fund Putnam VT Diversified Income Fund Putnam VT Emerging Markets Equity Fund Putnam VT Focused International Equity Fund Putnam VT George Putnam Balanced Fund Putnam VT Global Asset Allocation Fund Putnam VT Global Health Care Fund Putnam VT Government Money Market Fund Putnam VT High Yield Fund Putnam VT Income Fund Putnam VT International Equity Fund Putnam VT International Value Fund Putnam VT Large Cap Growth Fund Putnam VT Large Cap Value Fund Putnam VT Mortgage Securities Fund Putnam VT Research Fund Putnam VT Small Cap Growth Fund Putnam VT Small Cap Value Fund Putnam VT Sustainable Future Fund Putnam VT Sustainable Leaders Fund
|
United States |
*Denotes a Customer added through this Joinder.
^Denotes a Customer that is a party to the Mutual Fund Rider to the Global Custody Agreement